Common use of Labor Matters Clause in Contracts

Labor Matters. Except as would not have, individually or in the aggregate, a Seller Material Adverse Effect: (a) Seller is not party to, or bound by, any labor agreement, collective bargaining agreement, work rules or practices, or any other labor-related Contract with any labor union, trade union or labor organization. Other than as required by operation of applicable Law, no employees of Seller is represented by any labor union, trade union or labor organization with respect to their employment with Seller. No labor union, trade union, labor organization or group of employees of Seller has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board or any other Governmental Body. To the Knowledge of Seller, there are no organizing activities with respect to any employees of Seller. There has been no actual or, to the Knowledge of Seller, threatened material arbitrations, material grievances, labor disputes, strikes, lockouts, slowdowns or work stoppages against or affecting Seller. Seller is not engaged in, or since December 31, 2016 has engaged in, any unfair labor practice, as defined in the National Labor Relations Act or other applicable Laws. (b) Seller has not received since December 31, 2016 any written notice of intent by any Governmental Body responsible for the enforcement of labor or employment Laws to conduct an investigation relating to Seller and, to the Knowledge of Seller, no such investigation is in progress. (c) Since December 31, 2016, Seller has not effectuated (i) a “plant closing” (as defined in the Worker Adjustment and Retraining Notification Act (or any similar state or local law, the “WARN Act”)) in connection with the Business; or (ii) a “mass layoff” (as defined in the WARN Act) of individuals employed at or who primarily provided service to the Business. Schedule 5.9(d) sets forth a true and complete list of reductions in force or layoffs, by location, implemented by the Seller or any of its Subsidiaries in the 90-day period preceding the Closing Date at any location employing any individuals employed by the Business.

Labor Matters. Except as would not haveset forth on Schedule 4.18, individually or in as of the aggregate, a Seller Material Adverse Effect: (a) Seller is not party to, or bound by, any labor agreement, collective bargaining agreement, work rules or practices, or any other labor-related Contract with any labor union, trade union or labor organization. Other than as required by operation of applicable Law, no employees of Seller is represented by any labor union, trade union or labor organization with respect to their employment with Seller. No labor union, trade union, labor organization or group of employees of Seller has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board or any other Governmental Body. To the Knowledge of Seller, there are no organizing activities with respect to any employees of Seller. There has been no actual ordate hereof, to the Knowledge of Sellerthe 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 arbitrationsrespects, material grievanceswith all applicable Laws respecting employment and employment practices, labor disputesterms and conditions of employment, strikeswages, lockoutshours of work and occupational safety and health, slowdowns or work stoppages against or affecting Seller. Seller and is not engaged in, or since December 31, 2016 has engaged in, in any unfair labor practice, practices as defined in the National Labor Relations Act or other applicable Laws. Law, ordinance or regulation; (bv) Seller has not received since December 31there is no unfair labor practice charge or complaint asserted against any Conveyed Entity or any of its Subsidiaries pending or, 2016 to the Knowledge of the Shareholders and the Conveyed Entities, threatened before the National Labor Relations Board or any written notice similar state or foreign agency, which if adversely determined against any Conveyed Entity or any of intent by 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 Body 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 Seller and, to the Knowledge any Conveyed Entity or any of Seller, its Subsidiaries and no such investigation is in progress. ; and (cix) Since December 31there are no complaints, 2016, Seller has not effectuated (i) lawsuits or other proceedings pending or threatened in any forum by or on behalf of any present or former employee of a “plant closing” (as defined in the Worker Adjustment and Retraining Notification Act (or any similar state or local law, the “WARN Act”)) in connection with the Business; or (ii) a “mass layoff” (as defined in the WARN Act) of individuals employed at or who primarily provided service to the Business. Schedule 5.9(d) sets forth a true and complete list of reductions in force or layoffs, by location, implemented by the Seller 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 90-day period preceding the Closing Date at employment relationship, which, if adversely determined against any location employing Conveyed Entity or any individuals employed by the Businessof its Subsidiaries, would have a Material Adverse Effect.

Labor Matters. Except as would not have, individually or in the aggregate, a Seller Material Adverse Effect: (a) Seller is not a party to, or bound by, to any labor agreement, collective bargaining agreement, work rules agreement or practices, other contract or any other labor-related Contract understanding with any a labor union, trade union or labor organization. Other than as required by operation of applicable Law, no relating to employees of Seller is represented by any labor unionits Business, trade union or labor organization with respect and to their employment with Seller. No labor union, trade union, labor organization or group of employees the Knowledge of Seller has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending labor union organizational efforts underway or threatened in writing to be brought or filed with the National Labor Relations Board or involving any other Governmental Body. To the Knowledge of Seller, there ’s employees. There are no organizing activities 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 respect to any employees of Seller’s Business. There has been no actual or, to the Knowledge All oral employment contracts or agreements with any employees of Seller, threatened material arbitrations, material grievances, labor disputes, strikes, lockouts, slowdowns ’s Business shall be terminated by Seller effective on or work stoppages against or affecting Seller. Seller is not engaged in, or since December 31, 2016 has engaged in, any unfair labor practice, as defined in before the National Labor Relations Act or other applicable LawsClosing Date. (b) Seller has not received since December 31, 2016 any written notice of intent by any Governmental Body responsible for the enforcement of labor or employment Laws to conduct an investigation relating to Seller and, to the Knowledge Schedule 4.23(b) sets forth all full-time and part-time employees of Seller, no such investigation is in progresstogether with each employee’s title and identification number, if any. (c) Since December 31Seller will deliver any and all necessary notices to its employees relating to the transaction contemplated by this Agreement, 2016including without limitation any notices required by the WARN Act. (d) To Seller’s Knowledge, Seller has not effectuated at all times complied with all federal, state and local laws, rules, regulations, orders, judgments, decrees, ordinances and other statements of authority pertaining to employment, including without limitation all (i) a “plant closing” (as defined in the Worker Adjustment and Retraining Notification Act (or any similar state or local lawemployment eligibility verification forms, the “WARN Act”)) in connection with the Business; or (ii) a 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 “mass layoff” (as defined in the WARN ActCOBRA”) of individuals employed at or who primarily provided service to the Business. Schedule 5.9(d) sets forth a true applies and complete list of reductions in force or layoffs, by location, implemented by the Seller or any that cover employees of its Subsidiaries in Business, (iv) the 90-day period preceding the Closing Date at 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 location employing any individuals employed by the Businessfederal or state labor laws or regulations.

Labor Matters. Except as would not have, individually or in the aggregate, a Seller Material Adverse Effect: (a) Except as set forth on Schedule 3.16 of the Disclosure Schedules, (a) neither Seller nor any of the Seller Subsidiaries is not a party to, or bound by, to any labor agreement, collective bargaining agreement, work rules or practices, or any other labor-related Contract agreement with any labor unionorganization, trade union group or labor organization. Other than as required by operation of applicable Law, no employees of Seller is represented by any labor union, trade union or labor organization association with respect to their employment with Business Employees; (b) there is no labor strike, dispute, slowdown, stoppage or lockout actually pending (for which notice has been provided), or to the knowledge of Seller. No , threatened against or affecting the Business; (c) there is no unfair labor unionpractice charge or complaint against Seller or any of the Seller Subsidiaries (relating to any Business Employees) pending or, trade unionto the knowledge of Seller, labor organization or group of employees of Seller has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with before the National Labor Relations Board or any other Governmental Body. To similar foreign agency; (d) there is no pending grievance nor any pending arbitration proceeding arising out of or under any collective bargaining agreements relating to the Knowledge Business Employees; (e) no material charges with respect to or relating to Seller or the Seller Subsidiaries are pending before the Equal Employment Opportunity Commission or any state, local or foreign agency responsible for the prevention of Seller, there are no organizing activities unlawful employment practices with respect to any employees Business Employees; and (f) neither Seller nor any of Seller. There has been no actual or, to the Knowledge of Seller, threatened material arbitrations, material grievances, labor disputes, strikes, lockouts, slowdowns or work stoppages against or affecting Seller. Seller is not engaged in, or since December 31, 2016 has engaged in, any unfair labor practice, as defined in the National Labor Relations Act or other applicable Laws. (b) Seller has not Subsidiaries have received since December 31, 2016 any written notice of the intent by of any Governmental Body 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 Seller and, to the Knowledge of Seller, Business Employees and no such investigation is in progress. (b) To the knowledge of Seller, as of the date hereof, no current key employee of 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 December 31, 2016, Seller has not effectuated (i) a “plant closing” (as defined in the enactment of Worker Adjustment and Retraining Notification Act of 1988 (or any similar state or local lawthe "WARN Act"), the “WARN Act”)) in connection with the Business; or (ii) Seller and its Subsidiaries have not effectuated a “"plant closing," "mass layoff” " or "employment loss" (as defined in the WARN Act) of individuals employed at or who primarily provided service to the Business. Schedule 5.9(d) sets forth a true and complete list of reductions in force or layoffs, by location, implemented by the Seller or any of its Subsidiaries in the 90-day period preceding the Closing Date at any location employing any individuals employed by the Business).

Labor Matters. Except as would not have, individually or in the aggregate, a Seller Material Adverse Effect: (a) Seller Neither Discovery nor any of its Subsidiaries is not (i) a party to, or bound by, to any labor agreement, collective bargaining agreement, work rules shop agreement, group shop agreement, shop policy, collective agreement, recognition agreement or practicesother 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 other labor-related Contract of its Subsidiaries in connection with any labor union, trade union or labor organization. Other than as required by the operation of applicable Lawthe FoundryCo Assets or the Transferred FoundryCo Subsidiaries, and to the knowledge of Discovery, currently there are no employees organizational campaigns, petitions, negotiations or other unionization activities seeking recognition of Seller is represented by any labor uniona collective bargaining unit, trade union or labor organization with respect to their employment with Seller. No labor union, trade union, labor organization works council or group 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 best knowledge of Discovery, threatened between Discovery or any of its Subsidiaries and any of employees employed in connection with the operation of Seller the FoundryCo Assets or the Transferred FoundryCo Subsidiaries, and neither Discovery nor any of its Subsidiaries has made a pending demand for recognition experienced any such controversy, strike, slowdown or certificationwork stoppage within the past 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 representation material grievances outstanding against Discovery under any such agreement or certification proceedings contract; (d) the consent, notice or petitions seeking a representation proceeding presently 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 are no material unfair labor practice complaints pending against Discovery or threatened in writing to be brought or filed with any of its Subsidiaries before the National Labor Relations Board or any other Governmental Body. To Authority or any material current union representation questions involving employees of Discovery or any of its Subsidiaries; (f) Discovery and each of its Subsidiaries is currently in compliance in all material respects with all applicable Laws relating to the Knowledge employment of Sellerlabor, 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 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 are is no organizing activities 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 employees of Seller. There has been no actual or, to the Knowledge of Seller, threatened material arbitrations, material grievances, labor disputes, strikes, lockouts, slowdowns persons currently or work stoppages against or affecting Seller. Seller is not engaged in, or since December 31, 2016 has engaged in, any unfair labor practice, as defined in the National Labor Relations Act or other applicable Laws. (b) Seller has not received since December 31, 2016 any written notice of intent formerly employed by any Governmental Body responsible for the enforcement of labor or employment Laws to conduct an investigation relating to Seller and, to the Knowledge of Seller, no such investigation is in progress. (c) Since December 31, 2016, Seller has not effectuated (i) a “plant closing” (as defined in the Worker Adjustment and Retraining Notification Act (or any similar state or local law, the “WARN Act”)) in connection with the Business; or (ii) a “mass layoff” (as defined in the WARN Act) of individuals employed at or who primarily provided service to the Business. Schedule 5.9(d) sets forth a true and complete list of reductions in force or layoffs, by location, implemented by the Seller Discovery or any of its Subsidiaries in connection with the 90-day period preceding operation of the Closing Date at FoundryCo Assets or the Transferred FoundryCo Subsidiaries; (i) neither Discovery nor any location employing of its Subsidiaries is a party to, or otherwise bound by, any individuals consent decree with, or citation by, any Governmental Authority relating to employees or employment practices; (j) there is no material charge or material proceeding with respect to a violation of any occupational safety or health standard that has been asserted or is now pending or, to the knowledge of Discovery, threatened with respect to Discovery or any 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 has employed by or currently employs any person in connection with the Businessoperation of the FoundryCo Assets or the Transferred FoundryCo Subsidiaries.

Labor Matters. Except as Neither the Company nor any of the Subsidiaries is engaged in any unfair labor practice; except for matters which would not havenot, individually or in the aggregate, have a Seller Material Adverse Effect: , (ai) Seller there is not party to(A) no unfair labor practice complaint pending or, or bound byto the Company’s knowledge, any labor agreement, collective bargaining agreement, work rules or practices, threatened against the Company or any other labor-related Contract with any labor union, trade union or labor organization. Other than as required by operation of applicable Law, no employees of Seller is represented by any labor union, trade union or labor organization with respect to their employment with Seller. No labor union, trade union, labor organization or group of employees of Seller has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the Subsidiaries before the National Labor Relations Board Board, and no grievance or any other Governmental Body. To the Knowledge arbitration proceeding arising out of Seller, there are no organizing activities with respect to any employees of Seller. There has been no actual or under collective bargaining agreements is pending or, to the Knowledge of SellerCompany’s knowledge, threatened material arbitrationsthreatened, material grievances(B) no strike, labor disputesdispute, strikes, lockouts, slowdowns slowdown or work stoppages against or affecting Seller. Seller is not engaged in, or since December 31, 2016 has engaged in, any unfair labor practice, as defined in the National Labor Relations Act or other applicable Laws. (b) Seller has not received since December 31, 2016 any written notice of intent by any Governmental Body responsible for the enforcement of labor or employment Laws to conduct an investigation relating to Seller andstoppage pending or, to the Knowledge Company’s knowledge, threatened against the Company or any of Sellerthe 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 such investigation is union organizing activities are currently taking place concerning the employees of the Company or any of the Subsidiaries and (iii) there has been no violation of any federal, state, local or foreign law relating to discrimination in progress. (c) Since December 31the hiring, 2016promotion or pay of employees, Seller has not effectuated (i) a “plant closing” (as defined in any applicable wage or hour laws, any provision of the Worker Adjustment and Retraining Notification Act of 1988, as amended (or any similar state or local law, the “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 the Subsidiaries; the Company and each Subsidiary is in connection compliance with the Businessall presently applicable provisions of ERISA, except where such non-compliance would not result in a Material Adverse Effect; or (ii) a no “mass layoffreportable event” (as defined in ERISA) has occurred with respect to any “pension plan” (as defined in ERISA) to which the WARN ActCompany 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 individuals employed at the Code is so qualified in all material respects and nothing has occurred, whether by action or who primarily provided service by failure to act, which would cause the Business. Schedule 5.9(d) sets forth a true and complete list loss of reductions in force or layoffs, by location, implemented by the Seller or any of its Subsidiaries in the 90-day period preceding the Closing Date at any location employing any individuals employed by the Businesssuch qualification.

Labor Matters. (a) As of the date hereof neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or other labor union contract applicable to their employees and, to the Knowledge of the Company, no labor union is attempting to organize any such employees for the purpose of representation. Except as would not havenot, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a Seller Material Adverse Effect: whole: (ai) Seller there is not party to, no unfair labor practice charge or bound by, complaint pending before any labor agreement, collective bargaining agreement, work rules applicable Governmental Entity relating to the Company or practices, its Subsidiaries or any other labor-related Contract with any employee thereof; (ii) there is no labor unionstrike, trade union slowdown or labor organization. Other than as required by operation of applicable Law, no employees of Seller is represented by any labor union, trade union work stoppage or labor organization with respect to their employment with Seller. No labor union, trade union, labor organization or group of employees of Seller has made a lockout pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board or any other Governmental Body. To the Knowledge of Seller, there are no organizing activities with respect to any employees of Seller. There has been no actual or, to the Knowledge of Sellerthe Company, threatened material arbitrations, material grievances, labor disputes, strikes, lockouts, slowdowns or work stoppages against or affecting Seller. Seller is not engaged inthe Company or its Subsidiaries, and neither the Company nor any of its Subsidiaries has experienced any strike, slowdown or work stoppage, or since December 31lockout by or with respect to its employees; (iii) there is no representation petition or proceeding pending or, 2016 to the Knowledge of the Company, threatened before any applicable Governmental Entity relating to the employees of the Company or its Subsidiaries; (iv) the Company and its Subsidiaries are in material compliance with all Laws relating to employment or labor, relating to the 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 Laws”) and (v) no investigation by any Governmental Entity responsible for the enforcement of Employment Laws is in progress and neither the Company nor any of its Subsidiaries has engaged in, received written notice from any unfair labor practice, as defined in Governmental Entity responsible for the National Labor Relations Act enforcement of Employment Laws of an intention to conduct an investigation of the Company or other applicable Lawsits Subsidiaries following the date hereof. (b) Seller Since January 1, 2014, there has not received since December 31, 2016 any written notice of intent by any Governmental Body responsible for the enforcement of labor been no “mass layoff” or employment Laws to conduct an investigation relating to Seller and, to the Knowledge of Seller, no such investigation is in progress. (c) Since December 31, 2016, Seller has not effectuated (i) a “plant closing” (as defined in by the Worker Adjustment and Retraining Notification Act (of 1988 or any similar state or local “plant closing” law, the “WARN Act”)) in connection with the Business; or (ii) a “mass layoff” (as defined in the WARN Act) of individuals employed at or who primarily provided service respect to the Business. Schedule 5.9(d) sets forth a true and complete list current or former employees of reductions in force the Company or layoffs, by location, implemented by the Seller or any of its Subsidiaries in the 90-day period preceding the Closing Date at any location employing any individuals employed by the BusinessSubsidiaries.

Labor Matters. (i) Except as Previously 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, there are no actions, suits, proceedings, government investigations, or labor grievances pending, or, to the Knowledge of CVCY, 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 foregoing which would not reasonably be expected to have, individually or in the aggregate, a Seller Material Adverse Effect:. CVCY believes that its and its Subsidiaries’ relations with their respective employees are good. (aiv) Seller is not party to, or bound by, any labor agreement, collective bargaining agreement, work rules or practices, or any other labor-related Contract with any labor union, trade union or labor organization. Other than as required by operation As of applicable Lawthe date hereof, no employees executive officer (as defined in Rule 501(f) promulgated under the Securities Act) of Seller is represented by any labor union, trade union CVCY has notified CVCY that such officer intends to leave CVCY or labor organization with respect to their otherwise terminate such officer’s employment with Seller. No labor union, trade union, labor organization or group of employees of Seller has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board or any other Governmental BodyCVCY. To the Knowledge of SellerCVCY, there are no organizing activities 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 employees of Seller. There has been no actual or, to the Knowledge of Seller, threatened material arbitrations, material grievances, labor disputes, strikes, lockouts, slowdowns or work stoppages against or affecting Seller. Seller is not engaged in, or since December 31, 2016 has engaged in, any unfair labor practice, as defined in the National Labor Relations Act or other applicable Lawsforegoing matters. (bv) Seller has not received since December 31, 2016 any written CVCY and its Subsidiaries are in compliance with all notice of intent by any Governmental Body responsible for the enforcement of labor or employment Laws to conduct an investigation relating to Seller and, to the Knowledge of Seller, no such investigation is in progress. (c) Since December 31, 2016, Seller has not effectuated (i) a “plant closing” (as defined in 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. (or any similar vi) All independent contractors of CVCY and its Subsidiaries are properly classified under applicable state or local and federal law, the “WARN Act”)) in connection with the Business; or (ii) a “mass layoff” (as defined in the WARN Act) of individuals employed at or who primarily provided service to the Business. Schedule 5.9(d) sets forth a true and complete list of reductions in force or layoffs, by location, implemented by the Seller or any of CVCY and its Subsidiaries are in the 90-day period preceding the Closing Date at any location employing any individuals employed by the Businesscompliance with California Labor Code section 226.8.

Labor Matters. Except as would not have, individually or in the aggregate, a Seller Material Adverse Effect: (a) Section 2.15(a) of the Disclosure Schedule lists, as of the date of this Agreement, each collective bargaining agreement or works council agreement relating to the Business to which either Asset Seller or any Acquired Company is not a party toor is bound. With respect to the Business, none of the Asset Sellers or any of the Acquired Companies has experienced, or bound byto the knowledge of Sellers, been threatened with, since January 1, 2015, any labor agreementstrikes, collective bargaining agreementslowdown, picketing, work rules or practicesstoppage, or any other labor-related Contract with any labor union, trade union or labor organization. Other than as required by operation of applicable Law, no employees of Seller is represented by any labor union, trade union or labor organization with respect concerted refusal to their employment with Seller. No labor union, trade union, labor organization or group of employees of Seller has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board or any other Governmental Body. To the Knowledge of Seller, there are no organizing activities with respect to any employees of Seller. There has been no actual or, to the Knowledge of Seller, threatened material arbitrationswork overtime, material grievances, labor disputes, strikes, lockouts, slowdowns or work stoppages against or affecting Seller. Seller is not engaged in, or since December 31, 2016 has engaged in, any claims of unfair labor practice, as defined in the National Labor Relations Act practices or other applicable Lawscollective bargaining disputes and, to the 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 date hereof, (i) there are currently no material employment actions involving either Asset Seller or any Acquired Company and, (ii) to the knowledge of Sellers, no such actions threatened against the Asset Sellers or any of the Acquired Companies. (b) Seller has not received since December 31The Acquired Companies and, 2016 any written notice of intent by any Governmental Body responsible for with respect to the enforcement of labor or employment Laws to conduct an investigation Business, the Asset Sellers have complied in all material respects with all applicable laws relating to Seller andthe employment or termination of employees or service providers and the employment of 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 Knowledge Business, or any of Sellerthe Acquired Companies is and has been properly characterized as such based on the applicable standards under applicable laws, no except to the extent such investigation is mischaracterization would not and would not reasonably be expected to result in progressa liability that would be material to the Business, taken as a whole. (c) Since December 31During the past three (3) years prior to the date hereof, 2016, Seller has not effectuated (i) a “plant closing” (as defined in no covered employee layoffs within the meaning of the Worker Adjustment and Retraining Notification Act (or any similar state or local lawlaw (collectively, the “WARN Act”)) in connection with the Business; or (ii) a “mass layoff” (as defined in the WARN Act) of individuals employed at or who primarily provided service to the Business. Schedule 5.9(d) sets forth a true and complete list of reductions in force or layoffs, by location, have been implemented by the Seller Asset Sellers or any of its Subsidiaries in the 90-day period preceding the Closing Date at any location employing any individuals employed by the BusinessAcquired Companies, and no such activities have been announced or are planned.

Labor Matters. Except as would not have, individually or in the aggregate, a Seller Material Adverse Effect: (a) Seller is The Company employs employees, some of which are covered by the Steelworkers Agreement. Except for the Steelworkers Union: (i) the Company has not party to, agreed to recognize any union or bound by, other collective bargaining representative; and (ii) no union or other collective bargaining representative has been certified as the exclusive bargaining representative of any labor agreement, of the Company’s employees. None of the Company’s employees are covered by any collective bargaining agreement, work rules other than the Steelworkers Agreement. The Steelworkers Agreement has been duly ratified, certified and approved by the parties having authority to ratify, certify or practicesapprove it. (b) None of the following are pending or, to the 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 other labor-related Contract with of the Seller’s employees who provide exclusive or shared services to the Company (the “Associated Employees”); (ii) material claims, grievances or arbitration proceedings, written decisions, letter agreements or settlement agreements arising out of collective bargaining agreements, including the Steelworkers Agreement, to which any labor unionof the Company, trade union Seller or labor organization. Other than as required by operation of applicable Law, no employees Affiliates of Seller is represented by any a party; (iii) unfair labor union, trade union practices or unfair labor organization with respect to their employment with Seller. No labor union, trade union, labor organization practice charges or group of employees of Seller has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with complaints before the National Labor Relations Board or other Governmental Authority responsible for regulating labor relations; or (iv) charges, complaints or proceedings before the Equal Employment Opportunity Commission, Department of Labor or any other Governmental Body. To the Knowledge of Seller, there are no organizing activities with respect to any employees of Seller. There has been no actual or, to the Knowledge of Seller, threatened material arbitrations, material grievances, labor disputes, strikes, lockouts, slowdowns or work stoppages against or affecting Seller. Seller is not engaged in, or since December 31, 2016 has engaged in, any unfair labor practice, as defined in the National Labor Relations Act or other applicable Laws. (b) Seller has not received since December 31, 2016 any written notice of intent by any Governmental Body Authority responsible for the enforcement of labor or regulating employment Laws to conduct an investigation relating to Seller and, to the Knowledge of Seller, no such investigation is in progresspractices. (c) Since December 31the Cutoff Date, 2016there have not been any plant closings, Seller has not effectuated (i) a “plant closing” (as defined in mass layoffs or other terminations of the Company’s employees or of the Associated Employees that would create any liabilities for the Company under the Worker Adjustment and Retraining Notification Act or similar Laws. (d) The Company does not sponsor, maintain or contribute to 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 contribute to any compensation or benefit plan, agreement, program or policy (whether written or oral, formal or informal) for the benefit of any present or former directors, officers, employees, agents, consultants or other similar state or local lawrepresentatives, the including, but not limited to, any “WARN Act”)) in connection with the Business; or (ii) a “mass layoffemployee benefit plan” (as defined in the WARN ActSection 3(3) of individuals employed at ERISA (any of the foregoing arrangements for the benefit of such persons are hereinafter collectively referred to as “Plans”). All Plans in which Associated Employees participate are sponsored or who primarily provided service to the Business. Schedule 5.9(d) sets forth a true and complete list of reductions in force or layoffs, maintained by location, implemented by the Seller or any of its Subsidiaries in an Affiliate (other than the 90-day period preceding the Closing Date at any location employing any individuals employed by the BusinessCompany).

Labor Matters. (a) Except for such matters that would not have, individually or in the aggregate, a Parent Material Adverse Effect, neither the Parent nor any of the Parent 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 of the Parent, no such investigation is in progress. (b) Except for such matters that would not have, individually or in the aggregate, 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 (and there has not been during the two year period preceding the date hereof) union organizing effort pending or threatened against the Parent or any of the Parent Subsidiaries, (iii) there is no (and there has not been during the two year period preceding the date hereof) unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Parent, threatened against the Parent or any of the Parent Subsidiaries, (iv) there is no (and there has not been during the two year period preceding the date hereof) slowdown or work stoppage in effect or, to the knowledge of the Parent, threatened with respect to Parent Employees, and (v) the Parent and the Parent Subsidiaries are in compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours and unfair labor practices. Neither the Parent nor any of the Parent Subsidiaries has any liabilities under the WARN Act or any similar state or local law as a result of any action taken by the Parent (without regard to any actions taken by the Parent after the Closing) that would have individually or in the aggregate, 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 Seller Parent Material Adverse Effect: (a) Seller is not party to, all individuals that have been or bound by, any labor agreement, collective bargaining agreement, work rules or practices, or any other labor-related Contract with any labor union, trade union or labor organization. Other than as required by operation of applicable Law, no employees of Seller is represented by any labor union, trade union or labor organization with respect to their employment with Seller. No labor union, trade union, labor organization or group of employees of Seller has made a pending demand for recognition or certification, and there that are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board or any other Governmental Body. To the Knowledge of Seller, there are no organizing activities with respect to any employees of Seller. There has been no actual or, to the Knowledge of Seller, threatened material arbitrations, material grievances, labor disputes, strikes, lockouts, slowdowns or work stoppages against or affecting Seller. Seller is not engaged in, or since December 31, 2016 has engaged in, any unfair labor practice, as defined in the National Labor Relations Act or other applicable Laws. (b) Seller has not received since December 31, 2016 any written notice of intent by any Governmental Body responsible for the enforcement of labor or employment Laws to conduct an investigation relating to Seller and, to the Knowledge of Seller, no such investigation is in progress. (c) Since December 31, 2016, Seller has not effectuated (i) a “plant closing” (as defined in the Worker Adjustment and Retraining Notification Act (or any similar state or local law, the “WARN Act”)) in connection with the Business; or (ii) a “mass layoff” (as defined in the WARN Act) of individuals employed at or who primarily provided service to the Business. Schedule 5.9(d) sets forth a true and complete list of reductions in force or layoffs, by location, implemented classified by the Seller or any of its Subsidiaries in the 90-day period preceding the Closing Date at any location employing any individuals employed by the BusinessParent as independent contractors have been and are correctly so classified.

Labor Matters. Except as would not have, individually or in the aggregate, a Seller Material Adverse Effect: (a) Seller is not party toSection 8.14(a) of the Disclosure Schedule contains a list of the name, or bound bylocation of employment, any labor agreementjob title, collective bargaining agreement, work rules or practices, or any other labor-related Contract with any labor union, trade union or labor organization. Other than as required by operation of applicable Law, no employees of Seller is represented by any labor union, trade union or labor organization with respect to their employment with Seller. No labor union, trade union, labor organization or group of employees of Seller has made a pending demand for recognition or certificationcontinuous service date, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened 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 writing to be brought or filed connection with the National Labor Relations Board or any other Governmental BodyBusiness (who shall be so identified on Section 8.14(a) of the Disclosure Schedule). To the Knowledge of the 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 any other Person that in any way adversely affects or shall affect (i) the performance of his or her duties as an employee of the Seller or the Purchaser, (ii) the ability of the Purchaser to conduct the Business after the Closing, or (iii) 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 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 the Seller's employees in connection with the Business. Except as disclosed in Section 8.14(b) of the Disclosure Schedule, throughout the previous three (3) years, (a) there are no organizing activities with respect to any employees of Seller. There has and have been no actual strikes, slowdowns, picketings, work stoppages, lockouts or other labor controversies pending or, to the Knowledge of Seller, threatened material arbitrations, material grievances, labor disputes, strikes, lockouts, slowdowns or work stoppages against or affecting Seller. Seller is not engaged in, with respect to the Business and (b) there are and have been no grievances outstanding or since December 31, 2016 has engaged in, any unfair labor practice, as defined in practice complaints pending before the National Labor Relations Act or other applicable Laws. (b) Board against Seller has not received since December 31, 2016 any written notice in respect of intent employees employed by any Governmental Body responsible for the enforcement of labor or employment Laws to conduct an investigation relating to Seller and, to the Knowledge of Seller, no such investigation is in progress. (c) Since December 31, 2016, Seller has not effectuated (i) a “plant closing” (as defined in the Worker Adjustment and Retraining Notification Act (or any similar state or local law, the “WARN Act”)) in connection with the Business; Business under any such agreement or (ii) a “mass layoff” (as defined in the WARN Act) of individuals employed at or who primarily provided service to the Business. Schedule 5.9(d) sets forth a true and complete list of reductions in force or layoffs, by location, implemented by the Seller or any of its Subsidiaries in the 90-day period preceding the Closing Date at any location employing any individuals employed by the Businesscontract.

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”) as of the date hereof. Except to the extent set forth in Schedule 5.11 or as would not have, individually or in the aggregate, aggregate would not reasonably be expected to have a Seller Material Adverse Effect: , (ai) Seller is not party to, or bound by, any labor agreement, collective bargaining agreement, work rules or in material compliance with all Laws applicable to the Business Employees respecting employment and employment practices, or terms and conditions of employment, and wages and hours; (ii) Seller has not received written notice of any other labor-related Contract with any unfair labor union, trade union or labor organization. Other than as required by operation of applicable Law, no employees of practice complaint against Seller is represented by any labor union, trade union or labor organization pending before the National Labor Relations Board with respect to their employment with Seller. No labor union, trade union, labor organization or group any of employees of the Business Employees; (iii) Seller has made a pending demand for recognition or certification, and there are no not received notice that any representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or petition respecting the Business Employees has been filed with the National Labor Relations Board Board; (iv) Seller is in material compliance with the terms of and its obligations under the Collective Bargaining Agreements, and 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 any other Governmental Bodymaterial arbitration proceeding arising out of or under the Collective Bargaining Agreements is pending against Seller; and (vi) there is no 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. To Except for the Knowledge 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 Sellerthe 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 organizing activities with respect 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 employees new collective bargaining agreement covering any of Seller. There the Business Employees entered into by Seller between the date hereof and the Closing (each a “Successor Collective Bargaining Agreement”), has been no actual or, made available to Buyer prior to the Knowledge of Seller, threatened material arbitrations, material grievances, labor disputes, strikes, lockouts, slowdowns date hereof or work stoppages against or affecting Seller. Seller is not engaged in, or since December 31, 2016 has engaged in, any unfair labor practice, as defined in the National Labor Relations Act or other applicable Laws. (b) Seller has not received since December 31, 2016 any written notice of intent by any Governmental Body responsible for the enforcement of labor or employment Laws will be made available to conduct an investigation relating to Seller and, Buyer prior to the Knowledge of SellerClosing Date, no such investigation is in progressrespectively. (c) Since December 31, 2016, Seller has not effectuated (i) a “plant closing” (as defined in the Worker Adjustment and Retraining Notification Act (or any similar state or local law, the “WARN Act”)) in connection with the Business; or (ii) a “mass layoff” (as defined in the WARN Act) of individuals employed at or who primarily provided service to the Business. Schedule 5.9(d) sets forth a true and complete list of reductions in force or layoffs, by location, implemented by the Seller or any of its Subsidiaries in the 90-day period preceding the Closing Date at any location employing any individuals employed by the Business.

Labor Matters. Except as would not have, individually or in the aggregate, a Seller Material Adverse Effect: (a) Seller Except as set forth in Schedule 4.16, (A) none of the Acquiring Companies is not a party to, or bound by, to any labor agreement, or collective bargaining agreement, work rules or practices, or any other labor-related Contract with any labor union, trade union or labor organization. Other than as required by operation of applicable Law, agreement and no employees of Seller is the Acquiring Companies are represented by any labor unionorganization; (B) within the preceding three years, trade union or labor organization with respect to their employment with Seller. No labor union, trade union, labor organization or group of employees of Seller has made a pending demand for recognition or certification, and there are have been no representation or certification proceedings proceedings, or petitions seeking a representation proceeding presently proceeding, pending or or, to the knowledge of HAI, threatened in writing to be brought or filed with the National Labor Relations Board or any other Governmental Body. To labor relations tribunal or authority; and (C) within the Knowledge preceding three years, to the knowledge of SellerHAI, there are have been no organizing activities involving the Acquiring Companies with respect to any group of employees of Seller. There has been no actual or, to the Knowledge of Seller, threatened material arbitrations, material grievances, labor disputes, strikes, lockouts, slowdowns or work stoppages against or affecting Seller. Seller is not engaged in, or since December 31, 2016 has engaged in, any unfair labor practice, as defined in the National Labor Relations Act or other applicable LawsAcquiring Companies. (b) Seller has not received since December 31There are no strikes, 2016 any written notice of intent by any Governmental Body responsible for work stoppages, slowdowns, lockouts, material arbitrations or material grievances or other material labor disputes pending or threatened in writing against or involving the enforcement of Acquiring Companies. There are no unfair labor practice charges, grievances or employment Laws to conduct an investigation relating to Seller andcomplaints pending or, to the Knowledge knowledge of SellerHAI, no such investigation is threatened in progresswriting by or on behalf of any employee or group of employees of the Acquiring Companies. Each of the Acquiring Companies relations with its employees are currently on a good and normal basis. (c) Since December 31Each of the Acquiring Companies is in compliance with all laws, 2016regulations and orders relating to the employment of labor, Seller has 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 effectuated (i) a “plant closing” (as defined individually or in the Worker Adjustment aggregate adversely affect the Acquiring Companies taken as a whole in any material respect. (d) Except as set forth in Schedule 4.16 and Retraining Notification Act (or except for any similar state or local lawlimitation of general application which may be imposed under applicable employment laws, each of the “WARN Act”)) in connection with Acquiring Companies has the Business; or (ii) a “mass layoff” (as defined in right to terminate the WARN Act) employment of individuals employed each of its employees at or who primarily provided service will and to terminate the Business. Schedule 5.9(d) sets forth a true and complete list engagement of reductions in force or layoffs, by location, implemented by the Seller or any of its Subsidiaries 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 of the 90-day period preceding Acquiring Companies disclosed to HealthAxis (e) Except as set forth in Schedule 4.16, since January 1, 1998, no employee of any of the Closing Date at any location employing any individuals employed by the BusinessAcquiring 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 would not have, individually Neither Acquiror nor any of its Subsidiaries is a party to or in the aggregate, a Seller Material Adverse Effect: (a) Seller is not party to, bound by or bound by, is currently negotiating any labor agreement, collective bargaining agreement, work rules contract or practices, other agreement or any other labor-related Contract understanding with any a labor union, trade union or labor organization. Other than as required by operation Neither Acquiror nor any of applicable Law, no employees its Subsidiaries is the subject of Seller is represented by 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 unionorganization as to wages or conditions of employment, trade union nor, to Acquiror’s knowledge, is any such proceeding threatened, and there is no strike or other material labor organization with respect dispute or disputes involving it or any of its Subsidiaries pending, or to their employment with SellerAcquiror’s knowledge, threatened. No labor unionmaterial action, trade unionsuit, 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 group other representative of employees of Seller has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board Acquiror or any other Governmental Body. To the Knowledge of Seller, there are no organizing activities with respect to any its Subsidiaries’ employees of Seller. There has been no actual is pending or, to the Knowledge best knowledge of SellerAcquiror, 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 in material arbitrationscompliance with all applicable laws, material grievancesagreements, labor disputescontracts, strikesand policies relating to employment, lockoutsemployment practices, slowdowns wages, hours, and terms and conditions of employment, and each individual who is treated by Acquiror or work stoppages against its Subsidiaries as an exempt employee under any federal or affecting Seller. Seller is not engaged instate law, or since December 31as an independent contractor, 2016 is properly so treated under applicable law. As of the date hereof, neither Acquiror nor any of its Subsidiaries have closed any facility or effectuated any layoffs of employees, nor has engaged in, any unfair labor practice, as defined in the National Labor Relations Act such action or other applicable Laws. (b) Seller has not received since December 31, 2016 any written notice of intent by any Governmental Body responsible program been announced for the enforcement of labor or employment Laws future, that would reasonably be expected to conduct an investigation relating give rise to Seller and, to the Knowledge of Seller, no such investigation is in progress. (c) Since December 31, 2016, Seller has not effectuated (i) a “plant closing” (as defined in any material liability under the Worker Adjustment and Retraining Notification Act (or any similar state or local law, the “WARN Act”)) in connection with the Business; law or (ii) a “mass layoff” (as defined in the WARN Act) of individuals employed at or who primarily provided service to the Business. Schedule 5.9(d) sets forth a true and complete list of reductions in force or layoffs, by location, implemented by the Seller or any of its Subsidiaries in the 90-day period preceding the Closing Date at any location employing any individuals employed by the Businessregulation.

Labor Matters. Except as would not have, individually or in the aggregate, a Seller Material Adverse Effect: (a) Neither the Seller nor any Subsidiary is not a party to, or bound by, to any labor agreement, collective bargaining agreement, work rules agreement or practices, other labor union contract applicable to persons employed by the Seller or any Subsidiary, and currently there are no organizational campaigns, petitions or other labor-related Contract 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 labor union, trade collective bargaining or union or labor organization. Other than as required by operation of applicable Law, no employees of Seller is represented by any labor union, trade union or labor organization with respect to their employment with Seller. No labor union, trade union, labor organization or group of employees of Seller has made a pending demand for recognition or certificationcontract, and there are no representation grievances outstanding against the Seller or certification proceedings any Subsidiary under any such agreement or petitions seeking contract which could have a representation proceeding presently Material Adverse Effect; (d) there are no unfair labor practice complaints pending against the Seller or threatened in writing to be brought or filed with any Subsidiary before the National Labor Relations Board or any other Governmental Body. To Authority or any current union representation questions involving employees of the Knowledge Seller or any Subsidiary which could have a Material Adverse Effect; (e) the Seller and each Subsidiary are currently in compliance in all material respects with all applicable Laws relating to the employment of Sellerlabor, 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 are is no organizing activities claim with respect to payment of wages, salary or overtime pay that has been asserted or is now pending or threatened before any Governmental Authority with respect to any employees of Seller. There has been no actual or, to the Knowledge of Seller, threatened material arbitrations, material grievances, labor disputes, strikes, lockouts, slowdowns Persons currently or work stoppages against or affecting Seller. Seller is not engaged in, or since December 31, 2016 has engaged in, any unfair labor practice, as defined in the National Labor Relations Act or other applicable Laws. (b) Seller has not received since December 31, 2016 any written notice of intent by any Governmental Body responsible for the enforcement of labor or employment Laws to conduct an investigation relating to Seller and, to the Knowledge of Seller, no such investigation is in progress. (c) Since December 31, 2016, Seller has not effectuated (i) a “plant closing” (as defined in the Worker Adjustment and Retraining Notification Act (or any similar state or local law, the “WARN Act”)) in connection with the Business; or (ii) a “mass layoff” (as defined in the WARN Act) of individuals formerly employed at or who primarily provided service to the Business. Schedule 5.9(d) sets forth a true and complete list of reductions in force or layoffs, by location, implemented 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 its Subsidiaries any 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 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 90-day period preceding Seller's knowledge, threatened before the Closing Date at United States Equal Employment Opportunity Commission, or any location employing other Governmental Authority in any individuals jurisdiction in which the Seller or any Subsidiary has employed by the Businessor currently employs any Person.

Labor Matters. Except as would not have, individually or in the aggregate, a Seller Material Adverse Effect: (a) Seller is not party toSince the Lookback Date and through the date of the Agreement, there has been no labor strike, organized work stoppage, or bound bylockout 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 labor agreementworks council or other employee representative body relating to any Business Employees. (c) Schedule 2.11(c) of the Disclosure Letter provides a true and complete list, as of the date of 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, work rules Southern Clay Products has not, and to the Knowledge of Parent, none of its respective representatives or practicesemployees has, or committed any other labor-related Contract unfair labor practice in connection with any labor union, trade union or labor organization. Other than as required by the operation of applicable Lawthe Business in the United States. As of the date of this Agreement, there is no employees of Seller is represented charge, complaint or other action against the Transferred Companies by any labor union, trade union or labor organization with respect to their employment with Seller. No labor union, trade union, labor organization or group of employees of Seller has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board or any other comparable Governmental Body. To the Knowledge of SellerAuthority pending, there are no organizing activities with respect to any employees of Seller. There has been no actual or, or to the Knowledge of Sellerthe Parent, threatened with respect to the Business Employees. As of the date of this Agreement, the Transferred Companies have complied in all material arbitrationsrespects with all Legal Requirements relating to employment and employment practices, material grievancesincluding without limitation terms and conditions of employment, labor disputesworker classification, strikestax withholding, lockoutsprohibited discrimination, slowdowns or work stoppages against or affecting Seller. Seller is not engaged inequal employment, or since December 31immigration status, 2016 has engaged inemployee safety and health, any unfair labor practicewages, as defined in the National Labor Relations Act or other applicable Lawscompensation and hours of work. (b) Seller has not received since December 31, 2016 any written notice of intent by any Governmental Body responsible for the enforcement of labor or employment Laws to conduct an investigation relating to Seller and, to the Knowledge of Seller, no such investigation is in progress. (ce) Since December 31January 1, 20162013 through the date of this Agreement, Seller none of the Transferred Companies has not effectuated (i) a “plant closing” (as defined in the Worker Adjustment and Retraining Notification Act (or any similar state or local law, the “WARN Act”)) in connection with the Business; or any similar state, local or foreign law) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Transferred Companies or (ii) a “mass layoff” (as defined in the WARN Act, or any similar state, local or foreign law) affecting any site of individuals employed at employment or who primarily provided service facility of Transferred Companies. (f) Parent will deliver to Buyer on the Business. date of this Agreement a separate Schedule 5.9(d) sets forth 2.11(f), which will contain a true and complete list list, as of reductions in force the date of this Agreement, of (x) all of the Business Employees (on an anonymous basis), indicating their (i) job title, (ii) current base salary or layoffswage rate and (iii) 2012 bonus, by location, implemented and (y) any consultants or independent contractors (on an anonymous basis) engaged by the Seller 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 Xxxxxxxx Xxxx Additives. (g) No Transferred Company is bound by (i) any restriction with respect to closure, downsizing or 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 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 in the 90-day period preceding the Closing Date at any location employing any individuals employed Affiliates, or been given notice by the BusinessTransferred 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 Business Employee has expressed an intention of delivering any such notice.

Labor Matters. Except as set forth on Schedule 3.16, there are no controversies pending or, to the knowledge of the Company, threatened between the Company or any of its Subsidiaries and any of their respective employees, which controversies are reasonably likely to have a material adverse effect on the Company and its Subsidiaries taken as a whole. Neither the Company nor any of its Subsidiaries is involved in or threatened with any material labor 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 havebe reasonably likely to have a material adverse effect on the Company and its Subsidiaries taken as a whole. Neither the Company nor any of its Subsidiaries has engaged in any unfair labor practices within the meaning of the National Labor Relations Act or similar 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, individually or in neither the aggregate, Company nor any of its Subsidiaries is presently a Seller Material Adverse Effect: (a) Seller is not party to, or bound by, any labor agreement, collective bargaining agreement, work rules agreement or practices, or any other labor-related Contract with any labor union, trade union or labor organization. Other than as required by operation of applicable Law, no employees of Seller is represented by any labor union, trade union or labor organization contract with respect to their employment with Seller. No labor union, trade union, labor organization any persons employed by the Company or group any of employees of Seller has made a pending demand for recognition or certificationits Subsidiaries, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with collective bargaining agreement is being negotiated by the National Labor Relations Board Company or any other Governmental Bodyof its Subsidiaries. To Neither the Knowledge Company nor any of Sellerits Subsidiaries has any knowledge of any current or pending strikes, there are no organizing activities slowdowns, work stoppages or lockouts, or threats thereof, by or with respect to any employees of Seller. There has the Company or any of its Subsidiaries, and there have been no actual or, to the Knowledge of Seller, threatened material arbitrations, material grievances, labor disputes, such strikes, lockoutsslowdowns, slowdowns or work stoppages against or affecting Sellerlockouts within the past three years. Seller The Company and each of its Subsidiaries is not engaged inin compliance in all material respects with all laws, or since December 31, 2016 has engaged in, any unfair labor practice, as defined in the National Labor Relations Act or other applicable Laws. (b) Seller has not received since December 31, 2016 any written notice of intent by any Governmental Body responsible for the enforcement of labor or employment Laws to conduct an investigation regulations and orders relating to Seller andwages, to the Knowledge of SellerOccupational Safety and Health Act, no such investigation is in progress. (c) Since December 31, 2016, Seller has not effectuated (i) a “plant closing” (as defined in workers' compensation and the Worker Adjustment and Retraining Notification Act (or any similar state or local lawsuch legislation of foreign jurisdictions, except where the “WARN Act”)) failure to be in connection with compliance would not have a material adverse effect on the Business; or (ii) a “mass layoff” (as defined in the WARN Act) of individuals employed at or who primarily provided service to the Business. Schedule 5.9(d) sets forth a true Company and complete list of reductions in force or layoffs, by location, implemented by the Seller or any of its Subsidiaries in the 90-day period preceding the Closing Date at any location employing any individuals employed by the Businesstaken as a whole.

Labor Matters. Except as would not haveNeither the Company nor any of its Subsidiaries is a party to or otherwise bound by any collective bargaining agreement with a labor union or labor organization, individually nor are there any employees of the Company or in the aggregateany of its Subsidiaries represented by a labor union, a Seller Material Adverse Effect: (a) Seller is not party torepresentative body, works council, or bound byother labor organization, any labor agreementand there are, collective bargaining agreementto the Knowledge of the Company, work rules no activities or practices, or any other labor-related Contract with proceedings of any labor union, trade union representative body, works council, or labor organization. Other than as required by operation of applicable Law, no employees of Seller is represented by any labor union, trade union or labor other organization with respect to their employment with Seller. No labor union, trade union, labor organization or group of employees of Seller has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board or any other Governmental Body. To the Knowledge of Seller, there are no organizing activities with respect to organize any employees of Sellerthe Company or any of its Subsidiaries or compel the Company or any of its Subsidiaries to bargain with any such union or representative body. There 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 been committed an unfair labor practice and there is no actual pending or, to the Knowledge of Sellerthe Company, threatened material arbitrationsthreatened, material grievances, labor disputes, strikes, lockouts, slowdowns or work stoppages against or affecting Seller. Seller is not engaged in, or nor has there been since December 31, 2016 has engaged inthe Applicable Date, any unfair labor practicestrike, 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 of the arbitration decisions since the Applicable Date affecting the employees subject to the collective bargaining agreement detailed in Section 5.1(m) of the Company Disclosure Schedule. The Company has complied in all material respects with all applicable laws with respect to employment and employment practices, terms and conditions of employment, wages and hours and occupational health and safety. Neither the Company nor any of its Subsidiaries has any liability under the WARN Act or any other similar Law requiring advance notification for the termination of employees. There have been no "mass layoff(s)" or "plant closing(s)" as defined in by the National Labor Relations WARN Act or any other applicable Laws. (b) Seller has not received since December 31, 2016 any written notice of intent by any Governmental Body responsible similar Law requiring advance notification for the enforcement termination of labor or employment Laws to conduct an investigation relating to Seller and, to employees during the Knowledge of Seller, no such investigation is in progress. prior twenty-four (c24) Since December 31, 2016, Seller has not effectuated (i) a “plant closing” (as defined in months. All employees working for the Worker Adjustment and Retraining Notification Act (or any similar state or local law, the “WARN Act”)) in connection with the Business; or (ii) a “mass layoff” (as defined in the WARN Act) of individuals employed at or who primarily provided service to the Business. Schedule 5.9(d) sets forth a true and complete list of reductions in force or layoffs, by location, implemented by the Seller Company or any of its Subsidiaries are listed in Section 5.1(m) of the 90-day period preceding Disclosure Schedule, which includes for each employee his or her (1) name, (2) job title, (3) salary, (4) location and (5) union status. Neither the Closing Date at Company nor any location employing of its Subsidiaries has assigned any individuals employed by employment contract or other employment agreement to which the BusinessCompany and/or any of its Subsidiaries is a party.

Labor Matters. Except as would not have, individually (i) Neither the Company nor any of its Subsidiaries is a party to or in the aggregate, a Seller Material Adverse Effect: (a) Seller is not party to, or otherwise bound by, by any labor agreement, collective bargaining agreement, work rules agreement or practices, or any other labor-related Contract contract with any a labor union, trade union or labor organization. Other than as required by operation , nor is the Company or any of applicable Law, no employees its Subsidiaries the subject of Seller is represented by 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, trade union or labor organization with respect to their employment with Seller. No labor union, trade union, labor organization or group of employees of Seller has made a nor is there pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board or any other Governmental Body. To the Knowledge of Seller, there are no organizing activities with respect to any employees of Seller. There has been no actual or, to the Knowledge of Sellerthe Company, threatened material arbitrationsthreatened, material grievances, labor disputes, strikes, lockouts, slowdowns or work stoppages against or affecting Seller. Seller is not engaged in, or since December 31, 2016 nor has engaged inthere been for the past five years, any unfair labor practicestrike, as defined in dispute, walk-out, work stoppage, slow-down or lockout involving the National Labor Relations Act 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 applicable Lawsagreements 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 other transactions contemplated by this Agreement will not entitle any third party (including any labor union or labor organization) to any payments under any of the Company Labor Agreements. (bii) Seller has Section 5.1(q)(ii) of the Company Disclosure Letter sets forth, with respect to each current employee of the Company or any of its Subsidiaries, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, including disability, family or other leave, sick leave or on layoff status subject to recall, (A) the name of such employee, the date as of which such employee was originally hired by the Company or any of its Subsidiaries and whether the 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 received since December 31fully available to perform work because of a qualified disability or other leave and, 2016 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 written notice of intent by its Subsidiaries is liable for any payment to any trust or other fund or to any Governmental Body responsible 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 enforcement Company or any of labor its Subsidiaries has been improperly excluded from participation in any Benefit Plan, and neither the Company nor any of its Subsidiaries has any direct or employment Laws indirect liability, whether actual or contingent, with respect to conduct any misclassification of any Person as an investigation relating independent contractor rather than as an employee, with respect to Seller andany misclassification of any employee as exempt versus non-exempt, or with respect to any employee leased from another employer. As of the date of this Agreement, to the Knowledge of Sellerthe Company, no such investigation is in progress.current executive, key employee or group of employees has given notice of termination of employment with the Company or any of its Subsidiaries (cv) Since December 31, 2016, Seller Neither the Company nor any of its Subsidiaries has not effectuated (i) a “plant closing” (as defined in 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, the “WARN Act”)) in connection with the Business; or (ii) a “mass layoff” (as defined in the WARN Act) of individuals employed at or who primarily provided service to the Business. Schedule 5.9(d) sets forth a true and complete list of reductions in force or layoffs, by location, implemented by the Seller or any of its Subsidiaries in the 90-day period preceding the Closing Date at any location employing any individuals employed by the BusinessLaw that remains unsatisfied.

Labor Matters. (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 Company, no labor union or works council is attempting to organize any such employees for the purpose of representation. Except as would not havenot, individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect: : (ai) Seller is not party to, or bound by, any labor agreement, collective bargaining agreement, work rules or practices, or any other labor-related Contract with any labor union, trade union or labor organization. Other than as required by operation of applicable Law, no employees of Seller is represented by any labor union, trade union or labor organization with respect to their employment with Seller. No labor union, trade union, labor organization or group of employees of Seller has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board or any other Governmental Body. To the Knowledge of Sellerthe Company, there are is no organizing activities with respect unfair labor practice charge or complaint pending before any applicable Governmental Body relating to Acquired Companies or any employees of Seller. There has been employee thereof; (ii) there is no actual labor strike, slowdown or work stoppage or lockout pending or, to the Knowledge of Sellerthe Company, threatened material arbitrations, material grievances, labor disputes, strikes, lockouts, slowdowns or work stoppages against or affecting Seller. Seller the Acquired Companies; (iii) there is not engaged inno representation petition or proceeding pending or, to the Knowledge of the Company, threatened before any applicable Governmental Body relating to the 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 since December 31, 2016 has engaged in, any unfair labor practicewrongful discharge (“Employment Laws”) and (v) to the Knowledge of the Company, as defined in of the National Labor Relations Act or other applicable Laws. (b) Seller has not received since December 31date hereof, 2016 any written notice of intent no investigation by any Governmental Body responsible for the enforcement of labor or employment 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 relating to Seller and, to of any Acquired Company following the Knowledge of Seller, no such investigation is in progressdate hereof. (cb) Since December 31January 1, 20162014, Seller there has not effectuated (i) a been no “mass layoff” or “plant closing” (as defined in by the Worker Adjustment and Retraining Notification Act of 1988 (the “WARN Act”) or any similar state or local “plant closing” law, with respect to the “WARN Act”)) current or former employees of Acquired Companies, other than in connection compliance with the Business; or (ii) a “mass layoff” (as defined in the WARN Act) of individuals employed at or who primarily provided service to the Business. Schedule 5.9(d) sets forth a true and complete list of reductions in force or layoffs, by location, implemented by the Seller or any of its Subsidiaries in the 90-day period preceding the Closing Date at any location employing any individuals employed by the Business.

Labor Matters. Except as would not have, individually PC Bancorp and PCB are in compliance in all material respects with all applicable federal and California or in the aggregate, a Seller Material Adverse Effect: (a) Seller is not party to, or bound by, any labor agreement, collective bargaining agreement, work rules or other applicable law respecting employment and employment practices, or any other labor-related Contract with any labor union, trade union or labor organization. Other than as required by operation terms and conditions of applicable Law, no employees of Seller is represented by any labor union, trade union or labor organization with respect to their employment with Seller. No labor union, trade union, labor organization or group of employees of Seller has made a pending demand for recognition or certificationand wages and hour, and there have not and are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened not engaged in writing to be brought or filed with any unfair labor practice as determined by the National Labor Relations Board (“NLRB”); (ii) no unfair labor practice charge or complaint against PC Bancorp or PCB is pending before the NLRB; (iii) there is no labor strike, slowdown, stoppage or material labor dispute pending or to the Knowledge of PC Bancorp or PCB threatened against or involving PC Bancorp or PCB; (iv) to PC Bancorp or PCB’s Knowledge, no representation question exists respecting the employees of PC Bancorp or PCB; (v) no collective bargaining agreement is currently being negotiated by PC Bancorp and PCB and PC Bancorp and PCB are not and have not been a party to a collective bargaining agreement; (vi) PC Bancorp or PCB are not experiencing and have not experienced any material labor difficulty during the last three years; (vii) no grievance or arbitration proceeding is pending or to the Knowledge of PC Bancorp or PCB currently threatened; (viii) Neither PC Bancorp nor PCB have any Equal Employment Opportunity Commission or any other Governmental Body. To Entity charges or other claims of employment discrimination pending or to their Knowledge currently threatened against either of them; (ix) 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 occupation health and safety claims against it; (xi) PC Bancorp and PCB are in compliance in all material respects with the Knowledge terms and provisions of Sellerthe Immigration Reform and Control Act of 1986, as amended, and all related regulations promulgated thereunder (the “Immigration Laws”); and (xii) there are no organizing activities with respect to any employees of Seller. There has been no actual or, to the Knowledge of Seller, threatened material arbitrations, material grievances, labor disputes, strikes, lockouts, slowdowns “mass layoff” or work stoppages against “plant closing” by PC Bancorp or affecting Seller. Seller is not engaged in, or since December 31, 2016 has engaged in, any unfair labor practice, PCB as defined in the National Labor Relations Federal Workers Adjustment Retraining and Notification Act (“WARN”) or state law equivalent, or any other applicable Laws. (b) Seller 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 not received since December 31, 2016 ever been the subject of any written notice of intent by any Governmental Body responsible for the enforcement of labor inspection or employment Laws to conduct an investigation relating to Seller andits compliance with or violation of the Immigration Laws, nor has it been warned, fined or otherwise penalized by reason of any such failure to the Knowledge of Seller, no such investigation is in progress. (c) Since December 31, 2016, Seller has not effectuated (i) a “plant closing” (as defined in the Worker Adjustment and Retraining Notification Act (or any similar state or local law, the “WARN Act”)) in connection comply with the Business; Immigration Laws, nor to their knowledge is any such proceeding pending or (ii) a “mass layoff” (as defined in the WARN Act) of individuals employed at or who primarily provided service to the Business. Schedule 5.9(d) sets forth a true and complete list of reductions in force or layoffs, by location, implemented by the Seller or any of its Subsidiaries in the 90-day period preceding the Closing Date at any location employing any individuals employed by the Businessthreatened.

Labor Matters. Except as would not have, individually or in the aggregate, a Seller Material Adverse Effect: (a) Seller None of Salisbury or any of its Subsidiaries is not a party to, to or bound by, by any labor agreement, collective bargaining agreement, work rules contract or practices, other agreement or any other labor-related Contract understanding with any a labor union, trade union or labor organization. Other than as required by operation , nor is Salisbury or any of applicable Law, no employees its Subsidiaries the subject of Seller is represented by any a proceeding asserting that it has committed an unfair labor union, trade union or labor organization with respect to their employment with Seller. No labor union, trade union, labor organization or group practice (within the meaning of employees of Seller has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board Act, as amended) or seeking to compel Salisbury or any of its Subsidiaries to bargain with any labor organization as to wages or conditions of employment, nor is there any strike or other Governmental Body. To the Knowledge of Seller, there are no organizing activities with respect to any employees of Seller. There has been no actual labor dispute involving it pending or, to the Knowledge Salisbury’s Knowledge, threatened, nor is Salisbury or any of Seller, threatened material arbitrations, material grievances, labor disputes, strikes, lockouts, slowdowns its Subsidiaries aware of any activity involving its employees seeking to certify a collective bargaining unit or work stoppages against or affecting Seller. Seller is not engaged in, or since December 31, 2016 has engaged in, any unfair labor practice, as defined engaging in the National Labor Relations Act or other applicable Lawsorganizational activity. (b) Seller has not received since December 31, 2016 any written notice Salisbury and each of intent by any Governmental Body responsible for the enforcement of labor or employment Laws to conduct an investigation relating to Seller and, to the Knowledge of Seller, no such investigation its Subsidiaries is in progressmaterial compliance with all applicable laws, statutes, rules and regulations respecting employment and employment practices, terms and conditions of employment of employees, former employees and prospective employees, wages and hours, pay equity, discrimination in employment, wrongful discharge, collective bargaining, fair labor standards, occupational health and safety, personal rights or any other labor and employment-related matters. (c) Since December 31Salisbury and each of its Subsidiaries has paid in full to all of its employees or adequately accrued in accordance with GAAP all wages, 2016salaries, Seller commissions, bonuses, benefits and other compensation due to or on behalf of such employees. Salisbury and each of its Subsidiaries has not effectuated 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 Salisbury Benefit Plans), if applicable, and has made all appropriate filings in connection with services provided by, and compensation paid to, such service providers. (d) During the preceding three (3) years, (i) neither Salisbury nor any of its Subsidiaries has effectuated a “plant closing” (as defined in the Worker Adjustment and Retraining Notification Act (federal or any similar applicable state or local law, the “WARN Act”)) in connection with the Business; affecting any site of employment or one or more facilities or operating units within any site of employment or facility, (ii) there has not occurred a “mass layoff” (as defined in the federal or applicable state WARN Act) of individuals employed at or who primarily provided service to the Business. Schedule 5.9(d) sets forth a true and complete list of reductions in force or layoffs, by location, implemented by the Seller connection with Salisbury 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 Salisbury nor any of its Subsidiaries been affected by any transaction or engaged in the 90-day period preceding the Closing Date at layoffs or employment terminations sufficient in number to trigger application of any location employing any individuals employed by the Businesssimilar applicable law.

Labor Matters. Except (a) Seller is not a party to or bound by, and no Business Employee is covered by, any collective bargaining agreement or 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. (b) There is, and since January 1, 2017 there has 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 havenot, individually or in the aggregate, reasonably be expected to be material to the Business, taken as a whole. Each of Seller Material Adverse Effect: (a) Seller and its Affiliates is not party toand since January 1, or bound by2017 has been in compliance in all material respects with all applicable Laws respecting labor, any labor agreement, collective bargaining agreement, work rules or employment and employment practices, or any other labor-related Contract with any labor unionterms and conditions of employment, trade union or labor organization. Other than as required by operation of applicable Lawwages and hours, no employees of Seller is represented by any labor unionand occupational safety and health, trade union or labor organization in each case, with respect to their employment with Sellerthe Business. No labor unionSeller and each of its Affiliates has fully and timely paid all wages, trade unionwage premiums, labor organization or group of employees of prevailing wages, wage penalties, salaries, commissions, bonuses, expense reimbursements, and other compensation that have come due and payable to the Business Employees in all material respects. Seller has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened properly classified in writing all material respects each individual independent contractor who is providing services to be brought or filed with the National Labor Relations Board or any other Governmental BodyBusiness. To Section 5.7(a) of the Knowledge Seller Disclosure Letter identifies all Business Employees as of Seller, there are no organizing activities with the Execution Date. With respect to any employees of Seller. There has been no actual or, to the Knowledge of Seller, threatened material arbitrations, material grievances, labor disputes, strikes, lockouts, slowdowns or work stoppages against or affecting Seller. Seller is not engaged in, or since December 31, 2016 has engaged in, any unfair labor practice, as defined in the National Labor Relations Act or other applicable Laws. (b) Seller has not received since December 31, 2016 any written notice of intent by any Governmental Body responsible for the enforcement of labor or employment Laws to conduct an investigation relating to Seller and, to the Knowledge of Seller, no such investigation is in progress. (c) Since December 31, 2016Business, Seller has not effectuated (i) a “plant closing” (as defined in implemented any employee layoffs that required notice under the Worker Adjustment and Retraining Notification Act (or any similar state Law, and no such activities are currently contemplated, planned or local lawannounced. (c) Section 3.14(c) of the Seller Disclosure Letter sets forth, as of the Execution Date, the “WARN Act”)) in connection with the Business; or (ii) a “mass layoff” (as defined in the WARN Act) name of individuals employed at or who primarily provided service to the Business. Schedule 5.9(d) sets forth a true each Inactive Business Employee and complete list such Inactive Business Employee’s reservation of reductions in force or layoffs, by location, implemented by the Seller or any of its Subsidiaries in the 90-day period preceding the Closing Date at any location employing any individuals employed by the Businessemployment period.

Labor Matters. Except as would not have, individually or in the aggregate, a Seller Material Adverse Effect: (a) Seller is not a party to, or bound by, to any labor agreement, collective bargaining agreement, work rules or practices, or any other labor-related Contract agreement with respect to its employees with any labor unionorganization, trade union group or association. (b) To the best of Seller's knowledge after due inquiry, Seller has not experienced any attempt by organized labor organization. Other than as required by operation or its Representatives to make Seller conform to demands of applicable Law, no 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 represented by any labor unionin substantial compliance with all applicable laws respecting employment practices, trade union or labor organization with respect to their terms and conditions of employment with and wages and hours. (d) To the best of Seller. No labor union's knowledge after due inquiry, trade union, labor organization or group of employees of Seller has made a pending demand for recognition or certification, not engaged in any unfair labor practice and there are is no representation unfair labor practice charge or certification proceedings or petitions seeking a representation proceeding presently complaint against Seller pending or threatened in writing to be brought or filed with before the National Labor Relations Board or any other Governmental Body. To the Knowledge governmental agency arising out of Seller's activities, there are and Seller has no organizing activities with respect to knowledge of any employees of Seller. facts or information which would give rise thereto. (e) There has been is no actual labor strike or labor disturbance pending or, to the Knowledge best of Seller's knowledge, threatened material arbitrations, material grievances, labor disputes, strikes, lockouts, slowdowns or work stoppages against or affecting Seller. Seller nor is not engaged in, or since December 31, 2016 has engaged in, any unfair labor practice, as defined in the National Labor Relations Act or other applicable Lawsgrievance currently being asserted. (bf) Seller has not received since December 31, 2016 any written notice of intent by any Governmental Body responsible for the enforcement of experienced a work stoppage or other labor or employment Laws to conduct an investigation relating to Seller and, to the Knowledge of Seller, no such investigation is in progressdifficulty. (cg) Since December 31, 2016the enactment of the Worker Adjustment and Retraining Notification Act (the "WARN Act"), Seller has not effectuated (i) a “"plant -------- closing” " (as defined in the Worker Adjustment and Retraining Notification Act (or any similar state or local law, the “WARN Act”)) in connection with 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 individuals employed at employment or who primarily provided service to one or more Facilities or operating units within any site of employment or Facility of the Business. Schedule 5.9(d) sets forth a true and complete list 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 reductions in force any similar state or layoffs, by location, implemented by local law. No employees of the Seller or any of its Subsidiaries Business have suffered an "employment loss" (as defined in the 90-day period preceding WARN Act) within six months prior to the Closing Date at any location employing any individuals employed by the Businessdate hereof.

Labor Matters. This Section 4.17 does not extend to the subject matter of Section 4.18. Except as would not haveset forth on Schedule 4.17, individually or in relation to the aggregate, a Seller Material Adverse Effectconduct of the Business: (a) Seller No Business Entity is not party obligated by, or subject to, or bound by, any labor agreement, collective bargaining agreement, work rules or practices, or any other labor-related Contract with any labor union, trade union or labor organization. Other than as required by operation order of applicable Law, no employees of Seller is represented by any labor union, trade union or labor organization with respect to their employment with Seller. No labor union, trade union, labor organization or group of employees of Seller has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board or any other Governmental Body. To the Knowledge of Seller, there are no organizing activities with respect to any employees of Seller. There has been no actual or, to the Knowledge of Seller, threatened material arbitrations, material grievances, labor disputes, strikes, lockouts, slowdowns board or work stoppages against or affecting Seller. Seller is not engaged inadministration, or since December 31, 2016 has engaged in, any unfair labor practice, as defined in the National Labor Relations Act or other applicable Lawspractice decision. (b) Seller has not received since December 31No Business Entity is a party or subject to any pending or, 2016 to Sellers' Knowledge, threatened labor or civil rights dispute or any written notice of intent by any Governmental Body responsible for the enforcement of other labor or employment Laws related law suit, controversy or grievance or any unfair labor practice proceeding with respect to conduct an investigation relating claims of, or obligations of, any employee or group of employees. No Business Entity has during the last three years received any notice that any labor representation petition or request is pending or is threatened with respect to Seller and, to Employees of the Knowledge of Seller, no such investigation is in progressBusiness. (c) Since December 31, 2016, Seller has not effectuated Each Business Entity is in compliance in all material respects with all (i) a “plant closing” Applicable Laws respecting employment and employment practices, terms and conditions of employment and wages and hours and (ii) collective bargaining agreements related to the Union Plants. (d) To the Sellers' Knowledge, no Employees of the 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 period other than the Worker Adjustment and Retraining Notification Act current payroll period; (iii) vacation, time off or pay in lieu of vacation or time off, other than vacation or time off (or any similar state pay in lieu thereof) earned in respect of the current or local law, past fiscal year or accrued on the “WARN Act”)) in connection with the BusinessAudited Closing Balance Sheet for Seller; or (iiiv) a “mass layoff” any other claim arising under any law governing labor and employment matters, including without limitation, discrimination claims. (as defined in e) To the WARN Act) of individuals employed at Sellers' Knowledge, during the last three years, there have been no strikes, work stoppages, work slowdowns or who primarily provided service to the Business. Schedule 5.9(d) sets forth a true and complete list of reductions in force or layoffs, by location, implemented by the Seller or any of its Subsidiaries in the 90-day period preceding the Closing Date at any location employing any individuals employed by the Businessother such concerted activities.

Labor Matters. Except as would To Enterprises' Knowledge, not haveone of Enterprises, individually any of the Remaining Subsidiaries, TPIR, TPIE, TPII or in the aggregate, any TPIR Subsidiary is a Seller Material Adverse Effect: (a) Seller is not party to, or bound by, any labor agreement, collective bargaining agreement, work rules contract or practicesother agreement or understanding with a labor union organization. To Enterprises' Knowledge, there is no unfair labor practice or labor arbitration proceeding pending or, to Enterprises' knowledge, threatened against Enterprises, any of the Remaining Subsidiaries, TPIR, TPIE, TPII or any other labor-related Contract with any labor union, trade union or labor organization. Other than as required by operation of applicable Law, no employees of Seller is represented by any labor union, trade union or labor organization with respect TPIR Subsidiary relating to their employment with Seller. No labor unionrespective businesses that would result in a Material Adverse Effect on Enterprises and the Remaining Subsidiaries, trade uniontaken as a whole or on TPIR, labor organization or group of employees of Seller has made TPIE, TPII and the TPIR Subsidiaries, taken as a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board or any other Governmental Bodywhole. To the Knowledge of SellerEnterprises' Knowledge, there are no organizing activities organizational efforts with respect to any the formation of a collective bargaining unit presently being made or threatened involving employees of Seller. There has been no actual orEnterprises, to any of the Knowledge of SellerRemaining Subsidiaries, threatened material arbitrationsTPIR, material grievancesTPIE, labor disputesTPII or any TPIR Subsidiary, strikesexcept as would not have a Material Adverse Effect on Enterprises and the Remaining Subsidiaries, lockouts, slowdowns or work stoppages against or affecting Seller. Seller is not engaged intaken as a whole, or since December 31on TPIR, 2016 has engaged inTPIE, TPII and the TPIR Subsidiaries, taken as a whole. To Enterprises' Knowledge, not one of Enterprises, any unfair labor practiceof the Remaining Subsidiaries, as defined in the National Labor Relations Act or other applicable Laws. (b) Seller has not received since December 31TPIR, 2016 any written notice of intent by any Governmental Body responsible for the enforcement of labor or employment Laws to conduct an investigation relating to Seller andTPIE, to the Knowledge of Seller, no such investigation is in progress. (c) Since December 31, 2016, Seller has not effectuated (i) a “plant closing” (as defined in the Worker Adjustment and Retraining Notification Act (TPII or any similar state TPIR Subsidiary has experienced within the last three years, any strike, work stoppage or local lawinterruption or obvious slowdown of production due to labor controversies of any material nature. To Enterprises' Knowledge, not one of Enterprises, any of the “WARN Act”)) in connection with the Business; or (ii) a “mass layoff” (as defined in the WARN Act) of individuals employed at or who primarily provided service to the Business. Schedule 5.9(d) sets forth a true and complete list of reductions in force or layoffsRemaining Subsidiaries, by locationTPIR, implemented by the Seller TPIE, TPII or any TPIR Subsidiary has any labor controversy in existence with respect to its business and operations that would result in a Material Adverse 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 reason to believe that any strike, work stoppage, interruption or obvious slowdown of production or labor controversy of any nature is imminent or threatened with respect to its Subsidiaries in the 90-day period preceding the Closing Date at any location employing any individuals employed by the Businessemployees.

Labor Matters. Except as would not have, individually or in the aggregate, a Seller Material Adverse Effect: (a) Seller is not party to, or bound by, any labor agreement, Section 3.16(a) of the Company Disclosure Letter lists the collective bargaining agreement, work rules agreements or practices, contracts and other material agreements with labor unions and labor organizations to which the Company or any Company Subsidiary is party or otherwise bound. Other than such listed agreements and contracts, neither the Company nor any Company Subsidiary is a party to any collective bargaining agreement covering any of their employees or other labor-related Contract legal commitment with any labor union, trade union or labor organization. Other than as required by operation of applicable Law, no employees of Seller is represented by any labor union, trade union or labor organization with respect to their employment with Seller. No labor union, trade union, labor employee organization or group in respect of or affecting employees, no other agreement or contract is presently being negotiated, and, to the knowledge of the Company, there is no representation campaign respecting any of the employees of Seller has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board Company or any other Governmental Bodyof the Company Subsidiaries. To As of the Knowledge date of Sellerthis Agreement, there are is no organizing activities with respect to any employees of Seller. There has been no actual pending or, to the Knowledge knowledge of Sellerthe Company, threatened material arbitrationslabor strike, material grievancesdispute, labor disputesboycott, strikespicketing, lockoutswalkout, slowdowns work stoppage, slow-down or work stoppages against lockout involving the Company or affecting Sellerany of the Company Subsidiaries. Seller is not engaged inSince January 1, 2008, neither the Company nor any Company Subsidiary has taken any action that would constitute a “mass layoff” or since December 31, 2016 has engaged in, any unfair labor practice, as defined in a “plant closing” under the National Labor Relations Act or other applicable LawsWARN Act. (b) Seller has not received since December 31, 2016 any written notice of intent by any Governmental Body responsible for the enforcement of labor or employment Laws to conduct an investigation relating to Seller and, Except to the Knowledge extent that the consummation of Sellerthe 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, no such investigation is in progress. the Compensation Committee of the Board of Directors (cthe “Compensation Committee”) Since December 31, 2016, Seller has not effectuated (i) approved each Employee Plan pursuant to which consideration is payable to any officer, director or employee (each, a “plant closingCompensation Arrangement”) as an “employment compensation, severance or other employee benefit arrangement” (as defined in within the Worker Adjustment meaning of Rule 14d-10(d)(2) under the Exchange Act, and Retraining Notification Act (or any similar state or local law, the “WARN Act”)) in connection with the Business; or (ii) a taken all other actions necessary or advisable to satisfy the requirements of the non-exclusive safe harbor with respect to such Compensation Arrangement in accordance with Rule 14d-10(d)(2) under the Exchange Act. The Board of Directors has determined that the Compensation Committee is composed solely of “mass layoffindependent directors” (as defined in accordance with the WARN Actrequirements of Rule 14d-10(d)(2) of individuals employed at or who primarily provided service to under the Business. Schedule 5.9(d) sets forth a true Exchange Act and complete list of reductions in force or layoffs, by location, implemented by the Seller or any of its Subsidiaries in the 90-day period preceding the Closing Date at any location employing any individuals employed by the Businessinstructions thereto.

Labor Matters. Except as would not have, individually or set forth in Section 3.16 of the aggregate, a Seller Material Adverse EffectDisclosure Schedule: (a) Seller Each of the MGM Acquired Entities is, and has at all times been, in compliance with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and is not engaged in any unfair labor practices as defined in the NLRA or other applicable Law, except where the failure to comply or any such labor practice would not reasonably be expected to have a Material Adverse Effect. (b) 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 toto or bound by any collective bargaining or similar agreement with any labor organization, or bound by, any labor agreement, collective bargaining agreement, work rules or practices, or any other labor-related Contract practices agreed to with any labor union, trade union organization or labor organization. Other than as required by operation of employee association applicable Law, no to employees of Seller any of the MGM Acquired Entities. (e) None of the employees of the MGM Acquired Entities is represented by any labor union, trade union or labor organization with respect to in their employment with Seller. No labor union, trade union, labor organization or group of capacities as employees of Seller has made a pending demand for recognition or certificationthe MGM Acquired Entities, and 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 certification proceedings made available to Purchaser a complete, accurate and current copy of all written personnel policies, rules or petitions seeking a representation proceeding presently 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 against it pending or threatened in writing to be brought or filed with before the National Labor Relations Board NLRB or any other Governmental Body. To Entity. (h) None of the Knowledge MGM Acquired Entities has received notice of Seller, there are no organizing activities any grievance arising out of any collective bargaining agreement or other grievance procedure against it. (i) None of the MGM Acquired Entities has received notice of any charge or complaint with respect to or relating to it pending before the Equal Employment Opportunity Commission or any employees other Governmental Entity responsible for the prevention of Seller. There has been no actual or, to the Knowledge of Seller, threatened material arbitrations, material grievances, labor disputes, strikes, lockouts, slowdowns or work stoppages against or affecting Seller. Seller is not engaged in, or since December 31, 2016 has engaged in, any unfair labor practice, as defined in the National Labor Relations Act or other applicable Lawsunlawful employment practices. (bj) Seller None of the MGM Acquired Entities has not received since December 31, 2016 any written notice of the intent by of any Governmental Body 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 Seller and, to the Knowledge of Seller, it and no such investigation is in progress. (ck) Since December 31None of the MGM Acquired Entities has received notice of any complaint, 2016lawsuit or other proceeding pending or threatened in any forum by or on behalf of any present or former employee of such entities, Seller has not effectuated (i) a “plant closing” (as defined in any applicant for employment or classes of the Worker Adjustment and Retraining Notification Act (foregoing alleging breach of any express or implied Contract of employment, any similar state Law governing employment or local lawthe termination thereof or other discriminatory, the “WARN Act”)) wrongful or tortious conduct in connection with the Business; or (ii) a “mass layoff” (as defined in the WARN Act) of individuals employed at or who primarily provided service to the Business. Schedule 5.9(d) sets forth a true and complete list of reductions in force or layoffs, by location, implemented by the Seller or any of its Subsidiaries in the 90-day period preceding the Closing Date at any location employing any individuals employed by the Businessemployment relationship.

Labor Matters. Except as would not have, individually or in the aggregate, a Seller Material Adverse Effect: (a) Seller is not party to, or bound by, any labor agreement, collective bargaining agreement, work rules or practices, or any other labor-related Contract with any labor union, trade union or labor organization. Other than as required by operation NPCC has delivered to USAC a complete and correct list of applicable Law, no names and positions of all of the employees of Seller is represented by any labor union, trade union NPCC or labor organization with respect to DCLIC and their employment with Seller. No labor union, trade union, labor organization current hourly wages or group of employees of Seller has made a pending demand for recognition or certification, monthly salaries and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board or any other Governmental Body. To the Knowledge of Seller, there are no organizing activities with respect to any employees of Seller. There has been no actual or, to the Knowledge of Seller, threatened material arbitrations, material grievances, labor disputes, strikes, lockouts, slowdowns or work stoppages against or affecting Seller. Seller is not engaged in, or since December 31, 2016 has engaged in, any unfair labor practice, as defined in the National Labor Relations Act or other applicable Lawscompensation. (b) Seller Neither NPCC nor DCLIC has not received since December 31, 2016 any written notice during the past two years of the intent by of any Governmental Body Entity responsible for the enforcement of labor labor, employment, occupational health and safety or employment Laws workplace safety and insurance/workers compensation laws to conduct an investigation relating to Seller of or affecting NPCC or DCLIC and, to the Knowledge of SellerNPCC, no such investigation is in progress. (c) Since December 31There have not been during the two-year period preceding the date of this Agreement any strikes, 2016, Seller lockouts or other material labor disputes with respect to any employees of NPCC or DCLIC (“Employees”). (d) There has not effectuated been during the two-year period preceding the date of this Agreement any union organizing effort pending or, to the Knowledge of NPCC, threatened against NPCC or DCLIC. (ie) 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 NPCC, threatened against NPCC or DCLIC. (f) There has not been during the two-year period preceding the date of this Agreement any slowdown or work stoppage in effect or, to the Knowledge of NPCC, threatened with respect to Employees. (g) NPCC and DCLIC are in compliance with all applicable Laws respecting employment and employment practices, including terms and conditions of employment, wages and hours, unfair labor practices discriminatory employment practices, collective bargaining, occupational safety and health, and immigration except for such matters which would not reasonably be expected to have, individually or in the aggregate a “plant closing” NPCC Material Adverse Effect. (as defined in h) Neither NPCC nor DCLIC has any liabilities under the Worker Adjustment and Retraining Notification Act and the regulations promulgated thereunder (the “WARN Act”) or any similar state or local lawlaw as a result of any action taken by NPCC that would reasonably be expected to have, the “WARN Act”)) in connection with the Business; individually or (ii) a “mass layoff” (as defined in the WARN Actaggregate, a NPCC Material Adverse Effect. (i) As of individuals employed at the date of this Agreement, neither NPCC nor DCLIC is obligated to recognize or who primarily provided service 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 BusinessClosing. Schedule 5.9(d) sets forth Neither NPCC nor DCLIC is a true and complete list party to any agreements or arrangements or subject to any requirements that are, in any manner, inconsistent with employees of reductions NPCC or DCLIC becoming at-will employees of USAC or ANDC or that will, in force any manner, restrict USAC or layoffsANDC 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 location, implemented by the Seller or any of its Subsidiaries in the 90-day period preceding the Closing Date at any location employing any individuals employed by the Businessapplicable Law.

Labor Matters. 4.14.1 Except as would not have, individually or set forth in the aggregateParent Disclosure Letter, as of the date hereof, there are no collective bargaining agreements, union contracts or similar agreements or arrangements in effect that cover any Transferred Employee (each, a Seller Material Adverse Effect: "Collective Bargaining Agreement"). With respect to the Transferred Business, (a) Seller there is not party tono material labor strike, dispute, slowdown, lockout or bound bystoppage pending or, to the Knowledge of Parent, threatened, and no Transferred Subsidiary has experienced any labor agreementstrike, collective bargaining agreementdispute, work rules slowdown, lockout or practices, stoppage relating to the Transferred Business or any other labor-related Contract with any Transferred Employee since January 1, 2004; (b) there is no material unfair labor unionpractice charge or complaint pending or, trade union or labor organization. Other than as required by operation of applicable Lawto Parent's Knowledge, no employees of Seller is represented by any labor union, trade union or labor organization with respect to their employment with Seller. No labor union, trade union, labor organization or group of employees of Seller has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with before the National Labor Relations Board or before any similar state or foreign agency; (c) there is no material grievance or arbitration arising out of any Collective Bargaining Agreement or other grievance procedure; (d) no material charges are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices; and (e) Parent, Splitco and the Transferred Subsidiaries have complied in all material respects with all laws relating to the employment of labor, including provisions thereof relating to wages, hours, equal opportunity, collective bargaining, affirmative action, occupational safety and health, immigration and the withholding and payment of social security and other taxes, and no claim to the contrary has been made by any employee or Governmental Body. To Authority. 4.14.2 Neither Parent nor any of its Affiliates has effected any of the Knowledge of Seller, there are no organizing activities following with respect to any employees of Seller. There has been no actual or, to the Knowledge of Seller, threatened material arbitrations, material grievances, labor disputes, strikes, lockouts, slowdowns or work stoppages against or affecting Seller. Seller is not engaged in, or since December 31, 2016 has engaged in, any unfair labor practice, as defined in the National Labor Relations Act or other applicable Laws. Transferred Employee: (b) Seller has not received since December 31, 2016 any written notice of intent by any Governmental Body responsible for the enforcement of labor or employment Laws to conduct an investigation relating to Seller and, to the Knowledge of Seller, no such investigation is in progress. (c) Since December 31, 2016, Seller has not effectuated (ia) a “"plant closing” (as defined in the Worker Adjustment and Retraining Notification Act (or any similar state or local law, the “WARN Act”)) in connection with the Business; or (ii) a “mass layoff” " (as defined in the WARN Act) affecting any site of individuals employed at employment or who primarily provided service to one or more facilities or operating units within any site of employment or facility; or (b) a "mass layoff" (as defined in the BusinessWARN Act) affecting any site of employment or facility. Schedule 5.9(d) sets forth a true and complete list None of reductions in force or layoffs, by location, implemented by the Seller Transactions or any of the actions taken by Parent or its Subsidiaries Affiliates in the 90-day period preceding preparation for the Closing Date at any location employing any individuals employed by have or will result in plant closing or mass layoff under the BusinessWARN Act.

Labor Matters. Except as would not have, individually or in the aggregate, a Seller Material Adverse Effect: (a) Seller 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 not party 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 Xxxxxxxx (the “Xxxxxxxx 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 Section 2.14(b) of the Sellers Disclosure Letter, none of Sellers or any Affiliates nor either Acquired Company is a party to or bound by, by any labor agreement, collective bargaining agreement, work rules agreement or practices, or any other labor-related similar labor union Contract with respect to any labor union, trade union or labor organization. Other than as required by operation of applicable Lawthe Acquired Company Employees, no employees of Seller such agreement is represented by any labor unionpresently being negotiated, trade union or labor organization and no Acquired Company Employees are, with respect to their employment with Seller. No employment, represented by a labor union. To the Knowledge of Sellers, trade unionsince January 1, 2018, (i) there have been no labor organization or group union representation election proceedings, other than as set forth in Section 2.14(b) of employees of Seller has made a pending demand for recognition or certificationthe Sellers Disclosure Letter, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently with respect to Acquired Company Employees pending or threatened in writing to be brought or filed with the National Labor Relations Board Board, and (ii) there have been no pending or any other Governmental Body. To the Knowledge of Seller, there are no threatened labor union organizing activities campaigns with respect to any Acquired Company Employees. Since January 1, 2018, there have been no labor union strikes, slowdowns, work stoppages or lockouts or other material labor disputes pending or threatened against or affecting the Acquired Companies or involving employees of Seller. There any Acquired Company. (c) Except as set forth on Section 2.14(c) of the Sellers Disclosure Letter, since January 1, 2018, none of Sellers or their Affiliates (solely as it relates to the business of the Acquired Companies) 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 officer, director or management level employee of Sellers or their Affiliates (solely as it relates to the business of the Acquired Companies) or the Acquired Companies has been no actual orthe subject of an allegation in the workplace of sexual harassment or sexual assault, nor, to the Knowledge of Seller, threatened material arbitrationshas any officer, material grievances, labor disputes, strikes, lockouts, slowdowns director or work stoppages against management level employee of Sellers or affecting Sellertheir Affiliates (solely as it relates to the business of the Acquired Companies) or the Acquired Companies engaged in sexual harassment or sexual assault. Seller is not engaged in, None of Sellers or since December 31, 2016 their Affiliates (solely as it relates to the business of the Acquired Companies) or the Acquired Companies has engaged in, entered into any unfair labor practice, as defined in the National Labor Relations Act settlement agreements related to allegations of sexual harassment or other applicable Laws. (b) Seller has not received since December 31, 2016 any written notice of intent misconduct by any Governmental Body responsible for the enforcement of labor or employment Laws to conduct an investigation relating to Seller and, to the Knowledge of Seller, no such investigation is in progressemployee. (c) Since December 31, 2016, Seller has not effectuated (i) a “plant closing” (as defined in the Worker Adjustment and Retraining Notification Act (or any similar state or local law, the “WARN Act”)) in connection with the Business; or (ii) a “mass layoff” (as defined in the WARN Act) of individuals employed at or who primarily provided service to the Business. Schedule 5.9(d) sets forth a true and complete list of reductions in force or layoffs, by location, implemented by the Seller or any of its Subsidiaries in the 90-day period preceding the Closing Date at any location employing any individuals employed by the Business.

Labor Matters. Except as would not have, individually or in the aggregate, a Seller Material Adverse Effect: (a) Schedule 3.20(a) sets forth a true, correct and complete list of all current Employees. (b) Except as set forth in Schedule 3.20(b), Seller is not party tohas complied in all material respects with all applicable laws respecting employment and employment practices, or bound byterms and conditions of employment, wages and hours of work and occupational safety and health, including, without limitation, any labor agreement, collective bargaining agreement, work rules or practices, or any other labor-related Contract with any labor union, trade union or labor organization. Other than as required by operation of applicable Law, no employees of Seller is represented by any labor union, trade union or labor organization with respect to their such laws respecting employment with Seller. No labor union, trade union, labor organization or group of employees of Seller has made a pending demand for recognition or certificationdiscrimination, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board or any other Governmental Body. To the Knowledge of Seller, there are no organizing activities with respect to any employees of Seller. There has been no actual or, to the Knowledge of Seller, threatened material arbitrations, material grievances, labor disputes, strikes, lockouts, slowdowns or work stoppages against or affecting Seller. Seller is not engaged in, or since December 31, 2016 has engaged in, in any unfair labor practice, practice as defined in the National Labor Relations Act or other applicable Lawslaw, ordinance or regulation. (bc) Except as set forth in Schedule 3.20(c), no union or labor organization claims to represent the Employees and Seller has no knowledge of any current union organizing activities among the Employees, nor does any question concerning representation exist concerning such Employees. There is no unfair labor practice charge or complaint against Seller pending or, to the knowledge of Seller, threatened before the National Labor Relations Board or any comparable state, local or foreign agency, and there is no labor strike, dispute, slowdown, stoppage or lockout actually pending or, to Seller’s knowledge, threatened against or directly affecting Seller and during the past five years there has not been any such action. (d) Seller is not a party to or bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to the Employees. No such agreement restricts Seller from relocating or closing any operations. (e) Seller is not delinquent in payments to any Employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them to the date hereof or amounts required to be reimbursed to such Employees and Seller has paid all sums required to be paid to government agencies on account of such employees. (f) There are no employment contracts or agreements for a specified duration, agreements providing for severance or other benefits in the event of termination, or agreements establishing a standard of just cause for dismissal between Seller and any of the current or former Employees. (g) Seller has not delivered to Buyer a true and complete copy of its severance policies applicable to the Employees. Except as set forth in such severance policies, upon termination of the employment of any of the Employees after the date hereof or after the Closing Date, neither Seller nor Buyer will be liable, directly or indirectly, to any of the terminated Employees for severance pay or other severance benefits, whether by policy, benefit plan, practice or Contract. (h) Except as set forth in Schedule 3.20(h), there are no complaints, charges, lawsuits or other proceedings pending or, to the knowledge of Seller, threatened by or before any Governmental Entity by or on behalf of any present or former Employee, any applicant for employment or classes of the foregoing alleging breach of any express or implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. There is no grievance or arbitration proceeding arising out of or under collective bargaining agreements or other grievance procedures pending or, to the knowledge of Seller, threatened, and no claims therefor exist. Seller has received since December 31, 2016 any written no notice of the intent by of any Governmental Body Entity responsible for the enforcement of labor or employment Laws laws to conduct an investigation with respect to or relating to Seller and, to the Knowledge of Seller, and no such investigation is in progress. (ci) Since December 31, 2016the enactment of the WARN Act, Seller has not effectuated (i) a “plant closing” (as defined in the Worker Adjustment and Retraining Notification Act (or any similar state or local law, the “WARN Act”)) affecting any site of employment or one or more facilities or operating units within any site of employment or facility used in connection with the Businessits business; or (ii) a “mass layoff” layoff (as defined in the WARN Act) affecting any site of individuals employed at employment or who primarily provided service facility used in connection with its business; nor has Seller been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to the Business. Schedule 5.9(d) sets forth a true and complete list trigger application of reductions in force any similar state or layoffs, by location, implemented by the Seller or any of its Subsidiaries in the 90-day period preceding the Closing Date at any location employing any individuals employed by the Businesslocal law.

Labor Matters. Except as would not have, individually or in the aggregate, a Seller Material Adverse Effect: (a) Neither Seller nor any Subsidiary is not party to, or bound by, any labor agreement, collective bargaining agreement, work rules or practices, or any other labor-related Contract with any labor union, trade union or labor organization. Other than as required by operation of applicable Law, no employees of Seller is represented by any labor union, trade union or labor organization with respect to their employment with Seller. No labor union, trade union, labor organization or group of employees of Seller has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened engaged in writing to be brought or filed with the National Labor Relations Board or any other Governmental Body. To the Knowledge of Seller, there are no organizing activities with respect to any employees of Seller. There has been no actual or, to the Knowledge of Seller, threatened material arbitrations, material grievances, labor disputes, strikes, lockouts, slowdowns or work stoppages against or affecting Seller. Seller is not engaged in, or since December 31, 2016 has engaged in, any unfair labor practice, practices as defined in the National Labor Relations Act or other applicable Laws.law, ordinance or regulation, and Seller and each Subsidiary is 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; (b) there is no unfair labor practice charge or complaint pending or threatened against Seller or any Subsidiary before the National Labor Relations Board nor is there any grievance or any arbitration proceeding arising out of or under collective bargaining agreements pending or threatened, and there is no basis for any such charge, complaint or grievance; (c) there is no 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 not 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 or under collective bargaining agreements for the past three years; (e) there is no charge or compliance proceeding actually pending or threatened against Seller or any Subsidiary before the Equal Employment Opportunity Commission or any state, local or foreign agency responsible for the prevention of unlawful employment practices; and (f) neither Seller nor any Subsidiary has received since December 31, 2016 any written notice of the intent by of any Governmental Body Government Entity responsible for the enforcement of labor or employment Laws laws to conduct an investigation relating to Seller andinvestigation, to the Knowledge of Seller, and no such investigation is in progress. (c) Since December 31, 2016, Seller has not effectuated (i) a “plant closing” (as defined in the Worker Adjustment and Retraining Notification Act (or any similar state or local law, the “WARN Act”)) in connection with the Business; or (ii) a “mass layoff” (as defined in the WARN Act) of individuals employed at or who primarily provided service to the Business. Schedule 5.9(d) sets forth a true and complete list of reductions in force or layoffs, by location, implemented by the Seller or any of its Subsidiaries in the 90-day period preceding the Closing Date at any location employing any individuals employed by the Business.

Labor Matters. Except as would not have, individually or in the aggregate, a Seller Material Adverse Effect: (a) Seller Except as set forth in Schedule 3.15, (A) none of the Acquired Companies is not a party to, or bound by, to any labor agreement, or collective bargaining agreement, work rules or practices, or any other labor-related Contract with any labor union, trade union or labor organization. Other than as required by operation of applicable Law, agreement and no employees of Seller is the Acquired Companies are represented by any labor unionorganization; (B) within the preceding three years, trade union or labor organization with respect to their employment with Seller. No labor union, trade union, labor organization or group of employees of Seller has made a pending demand for recognition or certification, and there are have been no representation or certification proceedings proceedings, or petitions seeking a representation proceeding presently proceeding, pending or or, to the knowledge of HealthAxis, threatened in writing to be brought or filed with the National Labor Relations Board or any other Governmental Body. To labor relations tribunal or authority; and (C) within the Knowledge preceding three years, to the knowledge of SellerHealthAxis, there are have been no organizing activities involving the Acquired Companies with respect to any group of employees of Seller. There has been no actual or, to the Knowledge of Seller, threatened material arbitrations, material grievances, labor disputes, strikes, lockouts, slowdowns or work stoppages against or affecting Seller. Seller is not engaged in, or since December 31, 2016 has engaged in, any unfair labor practice, as defined in the National Labor Relations Act or other applicable LawsAcquired Companies. (b) Seller has not received since December 31There are no strikes, 2016 any written notice of intent by any Governmental Body responsible for work stoppages, slowdowns, lockouts, material arbitrations or material grievances or other material labor disputes pending or threatened in writing against or involving the enforcement of Acquired Companies. There are no unfair labor practice charges, grievances or employment Laws to conduct an investigation relating to Seller andcomplaints pending or, to the Knowledge knowledge of SellerHealthAxis, no such investigation is threatened in progresswriting by or on behalf of any employee or group of employees of the Acquired Companies. Each of the Acquired Companies relations with its employees are currently on a good and normal basis. (c) Since December 31Each of the Acquired Companies is in compliance with all laws, 2016regulations and orders relating to the employment of labor, Seller has not effectuated (i) a “plant closing” (as defined in the including all such laws, regulations and orders relating to wages, hours, Worker Adjustment Retraining and Retraining Notification Act of 1988, as amended (or "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 state or local lawtax, except where non-compliance would not have a material adverse effect on the “WARN Act”)Acquired Companies taken as a whole. (d) Except as set forth in connection with Schedule 3.15 and except for any limitation of general application which may be imposed under applicable employment laws, each of the Business; or (ii) a “mass layoff” (as defined in Acquired Companies has the WARN Act) right to terminate the employment of individuals employed each of its employees at or who primarily provided service will and to terminate the Business. Schedule 5.9(d) sets forth a true and complete list engagement of reductions in force or layoffs, by location, implemented by the Seller or any of its Subsidiaries 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 of the 90-day period preceding Acquired Companies disclosed to HAI. (e) Except as set forth in Schedule 3.15, since January 1, 1998, no employee of any of the Closing Date at any location employing any individuals employed by the BusinessAcquired 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 would not have, individually or in the aggregate, a Seller Material Adverse Effect: (a) Seller Concurrently with the execution hereof, Holdings LP is not party todelivering to AMID the Confidential Disclosure Letter which sets forth, or bound by, any labor agreement, collective bargaining agreement, work rules or practices, or any other labor-related Contract with any labor union, trade union or labor organization. Other than as required by operation of applicable Law, no employees of Seller is represented by any labor union, trade union or labor organization with respect to their employment with Seller. No labor unioneach employee of any Holdings Company as of October 12, trade union2017, labor organization (i) his or group of employees of Seller has made a pending demand for recognition her name; (ii) employing entity; (iii) his or certification, and there are no representation her title or certification proceedings position; (iv) status as exempt or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with non-exempt under the National Fair Labor Relations Board or any other Governmental Body. To the Knowledge of Seller, there are no organizing activities with respect to any employees of Seller. There has been no actual or, to the Knowledge of Seller, threatened material arbitrations, material grievances, labor disputes, strikes, lockouts, slowdowns or work stoppages against or affecting Seller. Seller is not engaged in, or since December 31, 2016 has engaged in, any unfair labor practiceStandards Act, as defined in the National Labor Relations Act amended; (v) primary location of employment; (vi) his or her hourly wage rate or annualized base salary, as applicable; (vii) a description of commission, bonus or other incentive based compensation arrangement applicable Lawsto such employee, including the target payment amount for the current year and (viii) whether such person is full-time or part-time. (b) Seller None of the employees of the Holdings Companies is represented in his or her capacity as an employee of a Holdings Company by any labor organization. None of the Holdings Companies has not recognized any labor organization, nor has any labor organization been elected as the collective bargaining agent of any employees of the Holdings Companies, nor has any of the Holdings Companies entered into any collective bargaining agreement or union contract recognizing any labor organization as the bargaining agent of any employees of the Holdings Companies. (c) Except as set forth on Southcross Disclosure Schedule 3.12, since September 30, 2014, none of the Holdings Companies has received since December 31, 2016 any written notice of the intent by of any Governmental Body Authority responsible for the enforcement of labor labor, employment, occupational health and safety or employment Laws workplace safety and insurance/workers compensation laws to conduct an investigation relating of the Holdings Companies with respect to Seller such matters and, to the Knowledge of SellerHoldings LP, no such investigation is in progress. (c) Since December 31, 2016, Seller has not effectuated . (i) a “plant closing” There are no (as defined in and have not been since September 30, 2014) strikes, coordinated work slowdown, stoppages or lockouts with respect to any employees of the Worker Adjustment and Retraining Notification Act (or any similar state or local lawHoldings Companies, the “WARN Act”)) in connection with the Business; or (ii) a “mass layoff” (as defined in the WARN Act) of individuals employed at or who primarily provided service to the BusinessKnowledge of Holdings LP, there is no (and has not been since September 30, 2014) union organizing effort pending or threatened against any Holdings Company, (iii) there is no (and has not been since September 30, 2014) unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the Knowledge of Holdings LP, threatened against any Holdings Company and (iv) there is no (and has not been since September 30, 2014) slowdown, or work stoppage in effect or, to the Knowledge of Holdings LP, threatened with respect to any employees of any Southcross Company. Except as set forth on Southcross Disclosure Schedule 5.9(d) sets forth a true 3.12, the Holdings Companies are, and complete list since September 30, 2014 have been, in material compliance with all applicable Laws in respect of reductions in force or employment and employment practices, terms and conditions of employment, wages and hours and occupational safety and health (including classifications of service providers as employees and/or independent contractors), equal employment opportunity, disability, immigration, collective bargaining, contractors and temporary employees, other employment terms and conditions and plant closings and layoffs, by location, implemented by the Seller or any of its Subsidiaries in the 90-day period preceding the Closing Date at any location employing any individuals employed by the Business.

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 havenot, individually or in the aggregate, a Seller have an Gadsden Material Adverse Effect: , (ai) Seller Gadsden and each of the Gadsden Subsidiaries is not party in compliance with the terms of the Gadsden Collective Bargaining Agreements; (ii) except as set forth in 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, completely withdraw from all multiemployer plans in which any of them participate, or bound byto which any of them 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 Gadsden nor any Gadsden Subsidiary is the subject of a proceeding asserting it has committed an unfair labor agreementpractice, collective bargaining agreement, work rules or practices, or any other labor-related Contract with any labor union, trade union or labor organization. Other than as required by operation of applicable Law, no employees of Seller is represented by any labor union, trade union or labor organization with respect to their employment with Seller. No labor union, trade union, labor organization or group of employees of Seller has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board or any other Governmental Body. To the Knowledge of Seller, there are no organizing activities with respect to any employees of Seller. There has been no actual ornor, to the Knowledge of SellerGadsden, threatened material arbitrationsis any such proceeding overtly threatened, material grievances, labor disputes, strikes, lockouts, slowdowns or work stoppages against or affecting Seller. Seller nor is not engaged in, or since December 31, 2016 has engaged in, there any unfair labor practice, as defined in the National Labor Relations Act strike or other applicable Laws. (b) Seller has not received since December 31labor dispute by the employees of Gadsden or any Gadsden Subsidiary pending or overtly threatened, 2016 any written notice of intent by any Governmental Body responsible for the enforcement of labor or employment Laws to conduct an investigation relating to Seller and, to the nor does Gadsden have Knowledge of Seller, no such investigation is in progress. (c) Since December 31, 2016, Seller has not effectuated (i) a “plant closing” (as defined in the Worker Adjustment and Retraining Notification Act (any activity involving any employee of Gadsden or any similar state Gadsden Subsidiary seeking to certify an additional collective bargaining unit or local law, the “WARN Act”)) engaging in connection with the Business; or (ii) a “mass layoff” (as defined in the WARN Act) of individuals employed at or who primarily provided service to the Business. Schedule 5.9(d) sets forth a true and complete list of reductions in force or layoffs, by location, implemented by the Seller or any of its Subsidiaries in the 90-day period preceding the Closing Date at any location employing any individuals employed by the Businessunion organizational activity.

Labor Matters. (a) None of the employees 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 as for such matters which would not have, individually or in the aggregate, a Seller an MLP Material Adverse Effect: (a) Seller is not party to, or bound by, neither MLP nor any labor agreement, collective bargaining agreement, work rules or practices, or any other labor-related Contract with any labor union, trade union or labor organization. Other than as required by operation of applicable Law, no employees of Seller is represented by any labor union, trade union or labor organization with respect to their employment with Seller. No labor union, trade union, labor organization or group of employees of Seller its Subsidiaries has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board or any other Governmental Body. To the Knowledge of Seller, there are no organizing activities with respect to any employees of Seller. There has been no actual or, to the Knowledge of Seller, threatened material arbitrations, material grievances, labor disputes, strikes, lockouts, slowdowns or work stoppages against or affecting Seller. Seller is not engaged in, or since December 31, 2016 has engaged in, any unfair labor practice, as defined in the National Labor Relations Act or other applicable Laws. (b) Seller has not received since December 31, 2016 any written notice during the past two years of the intent by of any Governmental Body Authority responsible for the enforcement of labor labor, employment, occupational health and safety or employment Laws workplace safety and insurance/workers compensation laws to conduct an investigation relating of MLP or any of its Subsidiaries with respect to Seller such matters and, to the Knowledge of SellerMLP, no such investigation is in progress. (c) Since December 31. Except for such matters which would not have, 2016individually or in the aggregate, Seller has not effectuated an MLP Material Adverse Effect, (i) a “plant closing” there are no (as defined and have not been during the two-year period preceding the date of this Agreement) strikes or 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 organizing effort pending or threatened against MLP or any of its Subsidiaries, (iii) 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 has any liabilities under the Worker Adjustment and Retraining Notification Act of 1988 (or any similar state or local law, the “WARN Act”)) in connection with the Business; as a result of any action taken by MLP that would have, individually or (ii) a “mass layoff” (as defined in the WARN Act) of individuals employed at aggregate, an MLP Material Adverse Effect. Except for such non-compliance which would not have, individually or who primarily provided service to in the Business. Schedule 5.9(d) sets forth a true aggregate, an MLP Material Adverse Effect, MLP and complete list of reductions in force or layoffs, by location, implemented by the Seller or any each of its Subsidiaries in is, and during the 90-day two year period preceding the Closing Date at any location employing any individuals employed by the Businessdate of this Agreement has been, in compliance with all applicable Laws in respect of employment and employment practices, terms and conditions of employment, wages and hours and occupational safety and health (including classifications of service providers as employees and/or independent contractors).

Labor Matters. Except (a) As of the date of this Agreement, (i) there is not any, and during the past 12 months there has not been any, labor strike, work stoppage or lockout with respect to the Customer Care Business, (ii) none of the Selling Companies is engaged in any unlawful labor practice related to any Covered Employee, (iii) there are no unfair labor practice charges against any Selling Company pending before the U.S. National Labor Relations Board or any similar foreign, state or local agency related to any Covered Employee, (iv) there are no proceedings related to any Covered Employee pending before the U.S. Equal Employment Opportunity Commission or the U.S. Department of Labor or any similar foreign, state or local agency responsible for the prevention of unlawful employment practices or enforcement of other laws protecting the rights of employees, (v) there are no proceedings brought by or on behalf of any Covered Employees against Seller relating to the employment of such Covered Employees by Seller or any of its Subsidiaries pending before any state, federal or foreign court and (vi) the Selling Companies are in compliance with all Applicable Laws relating to the employment of labor with respect to the individuals identified as would not haveCovered Employees as of the date of this Agreement, including those relating to wages, 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 such action, conduct, practice, charge, proceeding or violation that is not, individually or in the aggregate, reasonably likely to result in a Seller Material Adverse Effect: (a) Seller is not party tomaterial liability to Purchaser and its Subsidiaries, or bound by, any labor agreement, collective bargaining agreement, work rules or practices, or any other labor-related Contract with any labor union, trade union or labor organization. Other than taken as required by operation of applicable Law, no employees of Seller is represented by any labor union, trade union or labor organization with respect to their employment with Seller. No labor union, trade union, labor organization or group of employees of Seller has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board or any other Governmental Body. To the Knowledge of Seller, there are no organizing activities with respect to any employees of Seller. There has been no actual or, to the Knowledge of Seller, threatened material arbitrations, material grievances, labor disputes, strikes, lockouts, slowdowns or work stoppages against or affecting Seller. Seller is not engaged in, or since December 31, 2016 has engaged in, any unfair labor practice, as defined in the National Labor Relations Act or other applicable Lawswhole. (b) Seller has not received since December 31, 2016 any written notice of intent by any Governmental Body responsible for the enforcement of labor or employment Laws to conduct an investigation relating to Seller and, to the Knowledge of Seller, no such investigation is in progress. (c) Since December 31, 2016, Seller has not effectuated (i) a “plant closing” (as defined in the Worker Adjustment and Retraining Notification Act (or any similar state or local law, the “WARN Act”)) in connection with the Business; or (ii) a “mass layoff” (as defined in the WARN ActSection 7.13(b) of individuals employed at or who primarily provided service to the Business. Schedule 5.9(d) sets forth Seller Disclosure Letter contains a true and complete list of reductions each material Employee Representative Agreement that, as of the date of this Agreement, is in force or layoffs, by location, implemented by effect and that covers any individual identified as a Covered Employee as of the Seller or any date of its Subsidiaries in the 90-day period preceding the Closing Date at any location employing any individuals employed by the Businessthis Agreement.

Labor Matters. Except as would not have, individually or in the aggregate, a Seller Material Adverse Effect: (a) Seller The Company and the Subsidiaries are in compliance in all material respects with all Applicable Laws relating to employment and employment practices, including those relating to hiring, wages, hours, leaves of absence, 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 of the Company, threatened to initiate a Proceeding against the Company or any of its Subsidiaries (i) to the effect that the Company or any of its Subsidiaries has misclassified employees or independent contractors, and the Company and its Subsidiaries have not misclassified, any Person as (A) an independent contractor rather than as an employee or (B) an employee exempt from overtime regulations, or (ii) with respect to a 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 not 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, or otherwise bound by, any labor agreement, collective bargaining agreement, work rules contract or practicesother agreement or understanding with a labor union, works council, employee representative or other labor organization (a “Labor Contract”). Neither the Company nor any other labor-related Contract 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 union, trade union works council, employee representative or other labor organization. Other than as required by operation organization (a “Labor Union”) nor is there pending or, to the knowledge of applicable Lawthe Company, no employees of Seller is represented by threatened, any labor unionstrike, trade union slowdown, stoppage, dispute or labor organization with respect to their employment with Seller. No labor union, trade union, labor organization or group of employees of Seller has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with lockout involving the National Labor Relations Board Company or any other Governmental Bodyof its Subsidiaries. To Neither the Knowledge Company nor any of Seller, there are no organizing activities its Subsidiaries has engaged in any unfair labor practice with respect to any employees Persons employed by or otherwise performing services primarily for the Company or any of Seller. There has been its Subsidiaries, and there is no actual unfair labor practice complaint, grievance or other similar Proceeding against the Company or any of its Subsidiaries initiated by or pending before any Governmental Authority or, to the Knowledge knowledge of Sellerthe Company, threatened material arbitrationswith respect to Persons employed by the Company or any of its Subsidiaries. No Labor Union represents or purports 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, material grievances, labor disputes, strikes, lockouts, slowdowns negotiate or work stoppages against bargain with any Labor Union or affecting Seller. Seller is not engaged in, employee or since December 31, 2016 has engaged in, notify any unfair labor practice, as defined Labor Union or employee in connection with the National Labor Relations Act or other applicable Laws. (b) Seller has not received since December 31, 2016 any written notice of intent by any Governmental Body responsible for the enforcement of labor or employment Laws to conduct an investigation relating to Seller and, to the Knowledge of Seller, no such investigation is in progresscontemplated 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 December 31January 1, 20162013, Seller has not effectuated (i) a “plant closing” (as defined in no allegations of harassment, discrimination or retaliation have been made against any director or Executive Officer of the Worker Adjustment and Retraining Notification Act (Company or any similar state or local lawof its Subsidiaries, the “WARN Act”)) in connection with the Business; or (ii) a “mass layoff” (as defined no material allegations of harassment, discrimination or retaliation have been made against Persons engaged in the WARN Act) hiring or supervision of individuals Persons employed at by or who primarily provided service to seeking employment with the Business. Schedule 5.9(d) sets forth a true and complete list of reductions in force or layoffs, by location, implemented by the Seller Company or any of its Subsidiaries (whether as employees or independent contractors) and (iii) neither the Company nor any of its Subsidiaries has entered into any material settlement agreement related to allegations of harassment, discrimination, retaliation or sexual misconduct by an employee, contractor, director, officer or other Representative of the Company or any of its Subsidiaries. (d) Since January 1, 2013, neither the Company nor any of its Subsidiaries has effectuated a plant closing, a mass layoff, mass redundancy or termination on economic grounds, nor has the Company or any of its Subsidiaries engaged in the 90-day period preceding the Closing Date at layoffs or employment terminations sufficient in number to trigger application of any location employing any individuals employed by the BusinessApplicable Law.

Labor Matters. Except as would not have, individually or in the aggregate, a Seller Material Adverse Effect: (a) Seller None of the Companies is not a party to, or bound by, to any labor agreement, or collective bargaining agreement, work rules or practices, or any other labor-related Contract with any labor union, trade union or labor organization. Other than as required by operation of applicable Law, no . (b) No employees of Seller is any Company and none of the ConLife Employees or PCFS Employees are represented by any labor union, trade union organization that is certified to represent such employees under the National Labor Relations Act or labor organization with respect to their employment with Sellerother applicable law. No labor union, trade union, labor organization or group of employees of Seller any Company or any ConLife Employees or PCFS Employees has made a pending demand for recognition recognition, certification, successor rights or certificationa related employer declaration, and there are no representation representation, certification, successor rights or certification related employer proceedings or petitions or applications for certification seeking a representation proceeding presently pending or threatened in writing to be brought before or filed with the National Labor Relations Board or any other Governmental Bodylabor relations tribunal or authority. To the Knowledge knowledge of SellerSellers, there are no organizing activities involving any Company or PCFS or Services pending with respect to any labor organization or group of employees of Seller. There has been no actual or, to the Knowledge of Seller, threatened material arbitrations, material grievances, labor disputes, strikes, lockouts, slowdowns any Company or work stoppages against any ConLife Employees or affecting Seller. Seller is not engaged in, or since December 31, 2016 has engaged in, any unfair labor practice, as defined in the National Labor Relations Act or other applicable Laws. (b) Seller has not received since December 31, 2016 any written notice of intent by any Governmental Body responsible for the enforcement of labor or employment Laws to conduct an investigation relating to Seller and, to the Knowledge of Seller, no such investigation is in progressPCFS Employees. (c) Since December 31Except as set forth in Section 3.23(c) of the Disclosure Schedule, 2016there are no strikes, Seller has work stoppages, slowdowns, lockouts, material arbitrations or material grievances or other material labor disputes pending or threatened against or involving any 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. (d) Each of the Companies and Services (with respect to the ConLife Employees) and PCFS (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 the employment of labor, including all such laws, 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 similar tax, other than such noncompliance that could not effectuated reasonably be expected to have a Material Adverse Effect. (ie) a “There is no "mass layoff," "plant closing” (" or similar event as defined in by WARN or similar Canadian legislation with respect to any of the Worker Adjustment and Retraining Notification Act (or any similar state or local lawCompanies; provided, the “WARN Act”)) that no representation is made as to actions taken by Buyer in connection with or after the Business; or Closing. (iif) a “mass layoff” (Except as defined set forth in the WARN ActSection 3.23(f) of individuals employed at or who primarily provided service the Disclosure Schedule, as of the date hereof, there are no pending or, to the Business. Schedule 5.9(d) sets forth a true and complete list knowledge of reductions 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 force connection with or layoffsotherwise relating to the employment or termination of employment by any Company or Services or, by locationto the extent relating to the PCFS Employees, implemented by the Seller or PCFS, of any of its Subsidiaries in the 90-day period preceding the Closing Date at any location employing any individuals employed by the Businessindividual.

Labor Matters. Except as (a) With respect to the Business and except for such matters that would not have, individually or in the aggregate, have a Seller Material Adverse Effect: : (ai) Seller each of the Company and the Subsidiaries is not party to, or bound by, any labor agreement, collective bargaining agreement, work rules or in compliance with all applicable Laws regarding employment and employment practices, or any other labor-related Contract with any labor union, trade union or labor organization. Other than as required by operation of applicable Law, no employees of Seller is represented by any labor union, trade union or labor organization with respect to their employment with Seller. No labor union, trade union, labor organization or group of employees of Seller has made a pending demand for recognition or certification, and (ii) there are no representation unfair labor practice charges or certification proceedings complaints against the Company or petitions seeking a representation proceeding presently pending or threatened in writing to be any of the Subsidiaries brought or filed with before the National Labor Relations Board nor is there any grievance or any other Governmental Body. To arbitration proceeding arising out of or under collective bargaining agreements with respect to the Business nor, to the Knowledge of the Seller, is any such charge, complaint, grievance or proceeding threatened, (iii) since August 1, 2007, there are no organizing activities with respect to any employees of Seller. There has been no actual labor strike, dispute, slowdown or work stoppage or lockout pending or, to the Knowledge of the Seller, threatened material arbitrationsagainst the Company or the Subsidiaries, material grievances(iv) to the Knowledge of the Seller, labor disputessince August 1, strikes2007, lockouts, slowdowns there has been no attempt by employees of the Company or work stoppages against the Subsidiaries to unionize or affecting Seller. Seller is not engaged incollectively bargain with the Company or any of the Subsidiaries, or since December 31to decertify any union with which the Company or any Subsidiary has a collective bargaining agreement, 2016 has engaged in(v) there is no charge or complaint pending or, to the Knowledge of the Seller, threatened against the Company or any unfair labor practiceof the Subsidiaries before the Equal Employment Opportunity Commission or any similar Governmental Authority responsible for the prevention of unlawful employment practices, and (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, in all material respects, of employee head count by market prepared by the Company and the Subsidiaries as defined in the National Labor Relations Act or other applicable Lawsof April 27, 2009. (b) Seller has not received The Company and the Subsidiaries are, and since December 31August 1, 2016 any written 2007, have been, in compliance with all notice of intent by any Governmental Body responsible for the enforcement of labor or employment Laws to conduct an investigation relating to Seller and, to the Knowledge of Seller, no such investigation is in progress. (c) Since December 31, 2016, Seller has not effectuated (i) a “plant closing” (as defined in and other requirements under the Worker Adjustment and Retraining Notification Act of 1988, as amended (or any similar state or local law, the “WARN Act”), and any 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 Subsidiary, other than those set forth in connection with the Business; or (ii) a “mass layoff” (as defined in the WARN ActSection 3.15(c) of individuals employed at or who primarily provided service to the Business. Schedule 5.9(d) sets forth a Disclosure Schedule, true and complete list copies of reductions in force or layoffswhich have heretofore been made available to the Purchaser. (d) The material personnel manuals and handbooks and material policies, by location, implemented by rules and procedures applicable to employees of the Seller or any of its Subsidiaries in Company have heretofore been made available to the 90-day period preceding the Closing Date at any location employing any individuals employed by the BusinessPurchaser.

Labor Matters. Except as would not have, individually or in the aggregate, a Seller Material Adverse Effect: (a) Seller is not party to, or bound by, any labor agreement, collective bargaining agreement, work rules or practices, or any other labor-related Contract with any labor union, trade union or labor organization. Other than as required by operation of applicable Law, no employees of Seller is represented by any labor union, trade union or labor organization with respect to their employment with Seller. No labor union, trade union, labor organization or group of employees of Seller has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board or any other Governmental Body. To the Knowledge of Seller, there are no organizing activities with respect to any employees of Seller. There has been no actual or, to the Knowledge of Seller, threatened material arbitrations, material grievances, labor disputes, strikes, lockouts, slowdowns or work stoppages against or affecting Seller. Seller is not engaged in, or since December 31, 2016 has engaged in, any unfair labor practice, as defined in the National Labor Relations Act or other applicable Laws. (b) Seller has not received since December 31, 2016 any written notice of intent by any Governmental Body responsible for the enforcement of labor or employment Laws to conduct an investigation relating to Seller and, to the Knowledge of Seller, no such investigation is in progress. (c) Since December 31, 2016, Seller has not effectuated (i) a “plant closing” (as defined in the Worker Adjustment and Retraining Notification Act (or any similar state or local law, the “WARN Act”)) in connection with the Business; or (ii) a “mass layoff” (as defined in the WARN Act) of individuals employed at or who primarily provided service to the Business. Schedule 5.9(d) Exhibit S attached hereto sets forth a true and complete correct list of reductions (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 force 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 layoffsseverance 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 locationgiving notice of thirty (30) days or less, implemented 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 disclosed on the 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 Seller Existing Members to the Investor prior to the Closing Date, there are no written notices delivered to the Company or the Existing Partners for representation, arbitration proceedings, labor strikes, or stoppages, or other labor disputes pending in a court or arbitration, and during the past five years related to the Hotel, neither the Existing Members, Manager nor the Company has experienced any strike, work stoppage, lockup, slow-down or other material labor dispute or any of its Subsidiaries in attempt by organized labor to cause the 90-day period preceding Existing Members, Manager or the Closing Date Company to recognize at the Hotel any location employing any individuals employed by the Businessunion or collective bargaining units not previously recognized.

Labor Matters. Except as would not have, individually or in the aggregate, a Seller Material Adverse Effect: (a) Seller is not party to, or bound by, any labor agreement, Section 4.17(a) of the Disclosure Schedule lists each collective bargaining agreement, work rules rule or practicespractice, or any other labor-related Contract with (collectively, "CBAs") to which any of the Companies or one of their Subsidiaries is a party or by which it is bound, or which pertain to any of the employees of the Companies or the Subsidiaries. There is no material arbitration, material grievance, labor dispute, strike, slowdown or stoppage in progress or pending or, to the knowledge of Seller, threatened, against or involving the Companies or any Subsidiary. Since December 28, 2002, neither the Companies nor any Subsidiary has experienced any material arbitration, material grievance, labor dispute, strike, lockout, slowdown or stoppage. Seller has no knowledge of any labor union, trade union organizing activities or labor organization. Other than as required by operation of applicable Law, no employees of Seller is represented by any labor union, trade union or labor organization proceedings with respect to their employment with Seller. No labor union, trade union, labor organization or group of any employees of Seller the Companies or their Subsidiaries. Since December 28, 2002, there has made been no request for collective bargaining or for a pending representation election from, or any demand for recognition or certificationcertification by, any employee, union, labor organization, works council or the National Labor Relations Board or any other labor relations tribunal or authority, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board or any other Governmental Body. To the Knowledge of Seller, there are no organizing activities with respect to any employees of Seller. There has been no actual or, to the Knowledge of Seller, threatened material arbitrations, material grievances, labor disputes, strikes, lockouts, slowdowns relations tribunal or work stoppages against or affecting Seller. Seller is not engaged in, or since December 31, 2016 has engaged in, any unfair labor practice, as defined in the National Labor Relations Act or other applicable Lawsauthority. (b) Seller has Since December 28, 2002 and except as set forth in Section 4.17(b) of the Disclosure Schedule, the Companies and the Subsidiaries have not received since December 31, 2016 any written notice of (i) any unfair labor practice charge or complaint pending or threatened before the National Labor Relations Board or any other Governmental Authority, (ii) any complaints, grievances or arbitrations arising out of any CBAs or otherwise, (iii) any charge or complaint with respect to or relating to them pending before the Equal Employment Opportunity Commission or any other Governmental Authority responsible for the prevention of unlawful employment practices, (iv) the intent by of any Governmental Body Authority responsible for the enforcement of labor labor, employment, child labor, immigration, or employment occupational safety and health Laws to conduct an investigation with respect to or relating to Seller and, to the Knowledge of Seller, no them or notice that such investigation is in progress, or (v) any complaint, lawsuit or other proceeding pending or threatened in any forum by or on behalf of any present or former employee of such entities, any applicant for employment or classes of the foregoing alleging breach of any express or implied contract of employment, any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortuous conduct in connection with the employment relationship, except, in each case under clauses (i) through (v) above, for such charges, complaints, investigations, complaints, lawsuits or other proceedings (as the case may be) that would not have a Seller Material Adverse Effect. (c) Since December 31No private agreement restricts the Companies or the Subsidiaries from relocating, 2016, Seller has not effectuated (i) a “plant closing” (as defined in the Worker Adjustment and Retraining Notification Act (closing or any similar state or local law, the “WARN Act”)) in connection with the Business; or (ii) a “mass layoff” (as defined in the WARN Act) of individuals employed at or who primarily provided service to the Business. Schedule 5.9(d) sets forth a true and complete list of reductions in force or layoffs, by location, implemented by the Seller or terminating any of its Subsidiaries in the 90-day period preceding the Closing Date at any location employing any individuals employed by the Businessoperations or facilities.

Labor Matters. Except as would not have, individually Neither the Company nor any of its Subsidiaries is a party to or in the aggregate, a Seller Material Adverse Effect: (a) Seller is not party to, or otherwise bound by, by any labor agreement, collective bargaining agreement, work rules agreement or practices, or any other labor-related Contract with any a labor union, trade union or labor organization. Other than as required by operation As of applicable Lawthe date of this Agreement, no neither the Company nor any of its Subsidiaries is the subject of any material proceeding that seeks to organize any employees or to compel the Company or any of Seller is represented by its Subsidiaries to bargain with any labor union, trade union or labor organization nor is there pending or, to the knowledge of the 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 their employment 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 Seller. No a labor union, trade union, union or labor organization to which the Company or group any of employees its Subsidiaries is party or by which any of Seller has made a them are otherwise bound (collectively, the “Company Labor Agreements”). The consummation of the Merger and the other transactions contemplated by this Agreement will not entitle any third party (including any labor union or labor organization) to any payments under any of the Company Labor Agreements. There is no charge pending demand for recognition or certificationor, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or to the knowledge of the Company, threatened in writing to be brought or filed with before the National Labor Relations Board or any other Governmental Body. To the Knowledge of Seller, there are no organizing activities with respect to any employees of Seller. There has been no actual or, to the Knowledge of Seller, threatened material arbitrations, material grievances, labor disputes, strikes, lockouts, slowdowns relations tribunal or work stoppages against authority alleging unlawful discrimination in employment practices or affecting Seller. Seller is not engaged in, or since December 31, 2016 has engaged in, any unfair labor practice, as defined in the National Labor Relations Act or other applicable Laws. (b) Seller has not received since December 31, 2016 any written notice of intent by any Governmental Body responsible for the enforcement of labor or employment Laws to conduct an investigation relating to Seller and, to the Knowledge of Seller, no such investigation is in progress. (c) Since December 31, 2016, Seller has not effectuated (i) a “plant closing” (as defined in the Worker Adjustment and Retraining Notification Act (or any similar state or local law, the “WARN Act”)) in connection with the Business; or (ii) a “mass layoff” (as defined in the WARN Act) of individuals employed at or who primarily provided service to the Business. Schedule 5.9(d) sets forth a true and complete list of reductions in force or layoffs, by location, implemented practice by the Seller Company or any of its Subsidiaries in which, if determined adversely to the 90-day period preceding the Closing Date at any location employing any individuals employed Company or 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 BusinessCompany 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 would not haveset forth in Section 4.11(a) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement and there are no labor unions or other organizations representing or, to the Company's knowledge, purporting to represent or attempting to represent any employees of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries is now, or within the last three years has been, the subject of any union organizing effort, strike, dispute, slowdown, picketing, work stoppage, concerted refusal to work overtime or similar labor activity; nor, to the Company's knowledge, has the Company or any of its Subsidiaries been 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 Company's knowledge, none of the employees of the Company or any of its Subsidiaries is the subject of a representation petition before the National Labor Relations Board or any state labor board. (c) There are no unfair labor practice charges or complaints pending before the National Labor Relations Board or, to the Company's knowledge, otherwise threatened in writing against the Company. To the Company's knowledge, neither the Company nor any 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 Seller Material Adverse Effect: (a) Seller is not party to, or bound by, any labor agreement, collective bargaining agreement, work rules or practices, or any other labor-related Contract with any labor union, trade union or labor organization. Other than as required by operation of applicable Law, no employees of Seller is represented by any labor union, trade union or labor organization with respect to their employment with Seller. No labor union, trade union, labor organization or group of employees of Seller has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board or any other Governmental Body. To the Knowledge of Seller, there are no organizing activities with respect to any employees of Seller. There has been no actual or, to the Knowledge of Seller, threatened material arbitrations, material grievances, labor disputes, strikes, lockouts, slowdowns or work stoppages against or affecting Seller. Seller is not engaged in, or since December 31, 2016 has engaged in, any unfair labor practice, as defined in the National Labor Relations Act or other applicable Laws. (bd) Seller Except as set forth in Section 4.11(d) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has not received since December 31, 2016 any written notice of intent by any Governmental Body responsible for the enforcement of labor or employment Laws to conduct an investigation relating to Seller and, to the Knowledge of Seller, no such investigation is in progress. (c) Since December 31, 2016, Seller has not effectuated (i) a “"plant closing” (as defined in the Worker Adjustment and Retraining Notification Act (or any similar state or local law, the “WARN Act”)) in connection with the Business; or (ii) a “mass layoff” " (as defined in the WARN Act) affecting any site of individuals employed at employment or who primarily provided service to one or more facilities or operating units within any site of employment or facility of the Business. Schedule 5.9(dCompany or any of its Subsidiaries, and there has not occurred a "mass layoff" (as defined in the WARN Act) sets forth a true and complete list affecting any site of reductions in force employment or layoffs, by location, implemented by facility of the Seller Company or any of its Subsidiaries in within the 90-day period preceding last three (3) years. Neither the Closing Date at Company nor any location employing of its Subsidiaries is presently planning to effectuate any individuals employed by the Businesssuch "plant closing" or "mass layoff."

Labor Matters. Except as would not haveset forth on Schedule 3.11, individually or in as of the aggregate, a Seller Material Adverse Effectdate hereof: (a) No member of the Seller Group (solely as related to the Business) is not a party to, or bound by, to any labor agreement, collective bargaining agreement, work rules agreement or practices, or any other labor-related Contract with any a labor union, trade union or labor organization. Other than as required by operation , and no employee of applicable Law, no employees any member of the Seller Group is represented by any labor union, trade union or labor organization with respect to their such employee’s employment with Seller. No labor unionthe applicable member of the Seller Group; (b) there is no strike or work stoppage involving the Seller Group (solely as related to the Business) pending or formally threatened in writing; (c) no Action brought by or on behalf of any employee, trade unionformer employee, labor organization or other representative of the employees of any member of the Seller Group (solely as related to the Business) is pending or 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 has made a pending demand for recognition or certification, and Group; (e) there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board or any other Governmental Body. To the Knowledge of Seller, there are no organizing activities with respect to any employees of Seller. There has been no actual or, to the Knowledge of Seller, threatened material arbitrations, material grievances, labor disputes, strikes, lockouts, slowdowns “mass layoff” or work stoppages against or affecting Seller. Seller is not engaged in, or since December 31, 2016 has engaged in, any unfair labor practice, as defined in the National Labor Relations Act or other applicable Laws. (b) Seller has not received since December 31, 2016 any written notice of intent by any Governmental Body responsible for the enforcement of labor or employment Laws to conduct an investigation relating to Seller and, to the Knowledge of Seller, no such investigation is in progress. (c) Since December 31, 2016, Seller has not effectuated (i) a “plant closing” (as defined in the Worker Adjustment and Retraining Notification Act (or any similar state or local law, the “WARN Act”)) in connection with the Business; or (ii) a “mass layoff” (as defined in by the WARN Act) with respect to any member of individuals employed at or who primarily provided service the Seller Group within the six (6) months prior to the date hereof; (f) The Seller Group (solely related to the Business. Schedule 5.9(d) sets forth a true is, and complete list during the prior three (3) years, has been in compliance in all material respects with all applicable Laws relating to labor and employment, including those relating to labor management relations, wages, hours, overtime, pay equity, worker classification (including with respect to classifications of reductions in force or 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, by locationrelocations, implemented by 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 any of its Subsidiaries is authorized to be employed in, the country in which such employee provides services and the 90-day period preceding the Closing Date at any location employing any individuals employed by Seller Group (solely related to the Business) is in compliance in all material respects with all Laws relating to immigration.

Labor Matters. Except (a) As of the date hereof, none of Peabody or the Peabody Transferred Subsidiaries is party to any collective bargaining agreement or similar agreement with a labor organization, works council, union or association applicable to the Peabody Business Employees. (b) With respect to the Peabody Business: (i) there is no unfair labor practice charge or complaint against Peabody or any of its Affiliates pending or, to the Knowledge of Peabody, threatened before the National Labor Relations Board; (ii) there is no labor strike, slowdown or stoppage actually pending or, to the Knowledge of Peabody, threatened against or affecting Peabody or any of its Affiliates; (iii) there are no activities or proceedings by any labor union or other employee representative organization to organize any 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 labor or similar organization; (iv) Peabody and its Affiliates have complied in all material respects with all applicable Laws pertaining to the employment or termination of employment of 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 employment, 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 aggregate, a Seller Peabody Material Adverse Effect: (a) Seller is not party to, or bound by, any labor agreement, collective bargaining agreement, work rules or practices, or any other labor-related Contract with any labor union, trade union or labor organization. Other than as required by operation of applicable Law, no employees of Seller is represented by any labor union, trade union or labor organization with respect to their employment with Seller. No labor union, trade union, labor organization or group of employees of Seller has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board or any other Governmental Body. To the Knowledge of Seller, there are is no organizing activities with respect to any employees of Seller. There has been no actual Proceeding pending or, to the Knowledge of SellerPeabody, threatened material arbitrations, material grievances, labor disputes, strikes, lockouts, slowdowns or work stoppages against or affecting Seller. Seller is not engaged in, or since December 31, 2016 has engaged in, any unfair labor practice, as defined in the National Labor Relations Act or other by a Peabody Business Employee relating to such applicable Laws. (bc) Seller Within the last three months, there has not received since December 31, 2016 been any written notice of intent by any Governmental Body responsible for the enforcement of labor or employment Laws to conduct an investigation relating to Seller and, to the Knowledge of Seller, no such investigation is in progress. (c) Since December 31, 2016, Seller has not effectuated (i) a “plant closing” , relocation of work or mass layoff (as defined in each case, within the Worker Adjustment and Retraining Notification Act (or any similar state or local law, the “WARN Act”)) in connection with the Business; or (ii) a “mass layoff” (as defined in meaning of the WARN Act) or term of individuals employed at or who primarily provided service similar import under any applicable similar Law with respect to the BusinessPeabody Business Employees. Schedule 5.9(d) sets forth a true and complete list of reductions in force or layoffsTo the extent that, by locationafter the Closing, implemented by the Seller or any of its Subsidiaries JV Company operates the Peabody Business in the 90same manner operated by Peabody and its Affiliates during the six-day month period preceding prior to the Closing Date at Closing, the JV Company will not incur any location employing any individuals employed liability or obligation under the WARN Act. (d) The representations and warranties in this Section 4.15 are the exclusive representations and warranties by the BusinessPeabody relating to labor matters.

Labor Matters. Except as would not have, individually or in the aggregate, a Seller Material Adverse Effect: (a) Seller With respect to employees of Parent and its subsidiaries: (i) to the knowledge of Parent, no senior executive or key employee has any plans to terminate employment with Parent or any of its subsidiaries; (ii) there is not party tono unfair labor practice charge or complaint against Parent or any of its subsidiaries pending or, or bound byto the knowledge of Parent, any labor agreement, collective bargaining agreement, work rules or practices, threatened before the National Labor Relations Board or any other labor-related Contract with any labor union, trade union or labor organization. Other than as required by operation of applicable Law, comparable Governmental Entity; (iii) there is no employees of Seller is represented demand for recognition made by any labor union, trade union or labor organization with respect to their employment with Seller. No labor union, trade union, labor organization or group of employees of Seller has made a pending demand petition for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or election filed with the National Labor Relations Board or any other comparable Governmental Body. To Entity; (iv) no grievance or any arbitration proceeding arising out of or under collective bargaining agreements is pending and, to the Knowledge knowledge of SellerParent, no claims therefor have been 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 are is no organizing activities with respect to litigation, arbitration proceeding, governmental investigation, administrative charge, citation or action of any employees of Seller. There has been no actual kind pending or, to the Knowledge knowledge of SellerParent, proposed or threatened material arbitrationsagainst Parent relating to employment, material grievancesemployment practices, labor disputesterms and conditions of employment or wages, strikesbenefits, lockouts, slowdowns or work stoppages against or affecting Seller. Seller is not engaged in, or since December 31, 2016 has engaged in, any unfair labor practice, as defined in the National Labor Relations Act or other applicable Lawsseverance and hours. (b) Seller has 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 received since December 31(i) result in any payment (including severance, 2016 unemployment compensation, tax gross-up, bonus or otherwise) becoming due to any written notice current or former director, employee or independent contractor of intent by Parent or any Governmental Body responsible for of its subsidiaries, from Parent or any of its subsidiaries under any Employee Plan or other agreement, (ii) materially increase any benefits otherwise payable under any Employee Plan or other agreement, or (iii) result in the enforcement acceleration of labor the time of payment, exercise or employment Laws to conduct an investigation relating to Seller and, to the Knowledge vesting of Seller, no any such investigation is in progressbenefits. (c) Since December 31Section 4.12(c) of the Parent Disclosure Schedule sets forth all contracts, 2016agreements, Seller has not effectuated (i) a “plant closing” (as defined in plans or 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 Worker Adjustment names and Retraining Notification Act (or any similar state or local lawtitles of all such employees, the “WARN Act”)) amounts payable under such provisions, whether such provisions would become payable as a 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 connection with writing, have heretofore been duly approved by the Business; or (ii) a “mass layoff” (as defined in the WARN Act) Parent's Board of individuals employed at or who primarily provided service to the Business. Schedule 5.9(d) sets forth a Directors, and true and complete list copies of reductions in force all of which have heretofore been delivered to the Company. There is no contract, agreement, plan or layoffs, by location, implemented by arrangement (oral or written) covering any employee of Parent that individually or collectively could give rise to the Seller or payment of any amount that would not be deductible pursuant to the terms of its Subsidiaries in Section 280G of the 90-day period preceding the Closing Date at any location employing any individuals employed by the BusinessCode.

Labor Matters. Except (a) Borrower and each of its Subsidiaries is in compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, and none of such Persons is engaged in any 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 would could not reasonably be expected to have, individually or in the aggregate, a Seller Material Adverse Effect: (a) Seller is not party to, or bound by, any labor agreement, collective bargaining agreement, work rules or practices, or any other labor-related Contract with any labor union, trade union or labor organization. Other than as required by operation of applicable Law, no employees of Seller is represented by any labor union, trade union or labor organization with respect to their employment with Seller. No labor union, trade union, labor organization or group of employees of Seller has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board or any other Governmental Body. To the Knowledge of Seller, there are no organizing activities with respect to any employees of Seller. There has been is no actual labor strike, dispute, slowdown or work stoppage pending or, to the Knowledge of SellerBorrower's best knowledge after due inquiry, threatened material arbitrations, material grievances, labor disputes, strikes, lockouts, slowdowns or work stoppages against or affecting SellerBorrower or any of its Subsidiaries. Seller No material grievance or arbitration proceeding arising out of or under any collective bargaining agreement to which Borrower or any Subsidiary is not engaged ina party or subject is pending. To Borrower's best knowledge after due inquiry, no present or since December 31, 2016 former employee of Borrower or any Subsidiary has engaged in, any unfair labor practice, as defined in the National Labor Relations Act or other applicable Lawsrightful claim for wrongful discharge against any of such Persons. (b) Seller During the five year period ending on the Closing Date, no present or (to the best knowledge of Borrower and its Subsidiaries after due inquiry) former employee or independent contractor of Borrower or any Subsidiary has not received since December 31any pending or threatened material claim against them for (A) overtime pay, 2016 any written notice of intent by any Governmental Body responsible other than overtime pay for the enforcement 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 labor vacation or employment Laws to conduct an investigation 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 Seller andminimum wages or maximum hours of work; (E) discrimination against employees on any basis; (F) unlawful or wrongful employment or termination practices; (G) unlawful retirement, to the Knowledge termination or labor relations practices, breach of Sellercontract or other claim arising under a collective bargaining agreement, no such investigation is in progress. individual, express or implied contract, or policy, practice or procedure manual or statement; (cH) Since December 31any violation of occupational safety or health standards, 2016, Seller has not effectuated (i) a “plant closing” (as defined in or any violation of the Worker Adjustment Retraining and Retraining Notification Act (or any similar state or local law, the “WARN Act”"WARN")) in connection with the Business; or (ii) a “mass layoff” (as defined in the WARN Act) of individuals employed at or who primarily provided service to the Business. Schedule 5.9(d) sets forth a true and complete list of reductions in force or layoffs, by location, implemented by the Seller or any of its Subsidiaries in the 90-day period preceding the Closing Date at any location employing any individuals employed by the Business.

Labor Matters. (a) Section 2.14(a) of the Disclosure Schedules sets forth a complete and accurate list, as of the date of 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 havenot, individually or in the aggregate, reasonably be expected to have a Seller Business Material Adverse Effect: , (ai) Seller is not party to, or bound by, any labor agreement, collective bargaining agreement, work rules or practices, or any other labor-related Contract with any labor union, trade union or labor organization. Other than as required by operation of applicable Law, no employees of Seller is represented by any labor union, trade union or labor organization with respect to their employment with Seller. No labor union, trade union, labor organization or group of employees of Seller has made a pending demand for recognition or certification, and there are no representation strikes, work stoppages, work slowdowns, lockouts, picketing or certification proceedings or petitions seeking a representation proceeding presently other similar labor activities pending or threatened in writing to be brought or filed with the National Labor Relations Board or any other Governmental Body. To the Knowledge of Seller, there are no organizing activities with respect to any employees of Seller. There has been no actual or, to the Knowledge of Seller, threatened material arbitrationsin writing against Seller (to the extent related to the Business) or any of the Business Subsidiaries, material grievances, labor disputes, strikes, lockouts, slowdowns or work stoppages against or affecting Seller. Seller is not engaged in, or since December 31, 2016 has engaged in, any and (ii) there are no unfair labor practicepractice charges, as defined in the National Labor Relations Act grievances or other applicable Laws. (b) Seller has not received since December 31, 2016 any written notice of intent by any Governmental Body responsible for the enforcement of labor or employment Laws to conduct an investigation relating to Seller andcomplaints pending or, to the Knowledge of Seller, no such investigation is threatened in progresswriting by or on behalf of any Employee or group of Employees of Seller (to the extent related to the Business) or any of the Business Subsidiaries against Seller (to the extent related to the Business) or any of the Business Subsidiaries 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 Business Material Adverse Effect, Seller (to the extent related to the Table of Contents Business) and the Business Subsidiaries are, and since January 1, 2015 have been, in compliance with all applicable Laws respecting employment and employment practices, including all Laws respecting terms and conditions of employment, health and safety, 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) Since December 31Prior to the date of this Agreement, 2016except as would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect, Seller has not effectuated (ito the extent related to the Business) a “plant closing” (as defined in and the Worker Adjustment and Retraining Notification Act (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 employee representative body recognized by Seller or any similar state or local lawof the Business Subsidiaries for collective consultation purposes in relation to any Employee, the “WARN Act”)) in connection with the Business; execution of this Agreement or the Transactions. (iid) a “mass layoff” (as defined in Section 2.13 and this Section 2.14, together with Section 2.03, Section 2.06(b) and the WARN Act) second sentence of individuals employed at or who primarily Section 2.18, contain the sole and exclusive representations and warranties provided service with respect to all matters relating to employee benefits, employment and employment practices with respect to each of Seller, the Business. Schedule 5.9(d) sets forth a true Business Subsidiaries and complete list of reductions in force or layoffs, by location, implemented by the Seller or any of its Subsidiaries in the 90-day period preceding the Closing Date at any location employing any individuals employed by the Business.

Labor Matters. Except as would not have, individually or in the aggregate, a Seller Material Adverse Effect: (a) Seller Except as set forth in Schedule 4.20: (i) IChance is not a party toto any outstanding employment agreements or contracts with officers or employees that are not terminable at will, or bound by, that provide for the payment of any labor bonus or commission; (ii) IChance is not a party to any agreement, collective bargaining agreementpolicy or practice that requires it to pay termination or severance pay to salaried, work rules non-exempt or practices, or any hourly employees (other labor-related Contract with any labor union, trade union or labor organization. Other than as required by operation law); (iii) IChance is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by IChance nor does IChance know of applicable Law, no employees any activities or proceedings of Seller is represented by any labor union, trade union to organize any such employees. IChance has not breached or otherwise failed to comply with any provisions of any employment or labor organization with respect to their employment with Seller. No labor union, trade union, labor organization or group of employees of Seller has made a pending demand for recognition or certificationagreement, and there are no representation grievances outstanding thereunder. (b) Except as set forth in Schedule 4.20: (i) IChance is in compliance in all material respects with all applicable laws relating to employment and employment practices, wages, hours, and terms and conditions of employment; (ii) there is no unfair labor practice charge or certification proceedings or petitions seeking a representation proceeding presently complaint pending or threatened in writing to be brought or filed with before the National Labor Relations Board ("NLRB"); (iii) there is no labor strike, material 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 strike, material slow down or material work stoppage, lockout or other Governmental Body. To 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 the Knowledge NLRB and no question concerning representation exists relating to the employees of Seller, IChance; (v) there are no organizing activities charges with respect to or relating to IChance pending before the Equal Employment Opportunity Commission or any employees state, local or foreign agency responsible for the prevention of Seller. There unlawful employment practices; (vi) IChance has been received no actual orformal notice from any federal, to the Knowledge of Sellerstate, threatened material arbitrations, material grievances, labor disputes, strikes, lockouts, slowdowns local or work stoppages against or affecting Seller. Seller is not engaged in, or since December 31, 2016 has engaged in, any unfair labor practice, as defined in the National Labor Relations Act or other applicable Laws. (b) Seller has not received since December 31, 2016 any written notice of intent by any Governmental Body foreign agency responsible for the enforcement of labor or employment Laws laws of an intention to conduct an investigation relating to Seller and, to the Knowledge of Seller, IChance and no such investigation is in progress. (c) Since December 31, 2016, Seller has not effectuated (i) a “plant closing” (as defined in the Worker Adjustment and Retraining Notification Act (or any similar state or local law, the “WARN Act”)) in connection with the Business; or (ii) a “mass layoff” (as defined in the WARN Act) of individuals employed at or who primarily provided service to the Business. Schedule 5.9(d) sets forth a true and complete list of reductions in force or layoffs, by location, implemented by the Seller or any of its Subsidiaries in the 90-day period preceding the Closing Date at any location employing any individuals employed by the Business.

Labor Matters. Except as would not have, individually or in the aggregate, a Seller Material Adverse Effect: (a) Seller is not party toSection 4.17(a) in the Espotting Disclosure Schedule sets forth an accurate and complete list of each works council, union or bound by, any other labor agreement, 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, work rules or practices, or agreement which has any other labor-related Contract with any labor union, trade union or labor organization. Other than as required by operation impact on the terms and conditions of applicable Law, no employees of Seller is represented by any labor union, trade union or labor organization employment with respect to their employment with SellerEspotting Employees. No labor unionWhere required by Applicable Laws, trade 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 organization board or group of employees of Seller has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with relevant Governmental Authority concerning the National Labor Relations Board or any other Governmental Body. To transactions contemplated by the Knowledge of Seller, there are no organizing activities with respect to any employees of Seller. There has been no actual or, to the Knowledge of Seller, threatened material arbitrations, material grievances, labor disputes, strikes, lockouts, slowdowns or work stoppages against or affecting Seller. Seller is not engaged in, or since December 31, 2016 has engaged in, any unfair labor practice, as defined in the National Labor Relations Act or other applicable LawsAgreement. (b) Seller Except as set forth in Section 4.17(b) in the Espotting Disclosure Schedule, neither Espotting nor any Espotting Subsidiary has not received since December 31any labor union contracts, 2016 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 notice or oral (the "Espotting Employment and Labor Agreements") covering the Espotting Employees or the Espotting Consultants. Neither Espotting nor any of intent by the Espotting Subsidiaries has materially breached or otherwise materially failed to comply with any Governmental Body responsible for the enforcement provisions of labor any Espotting Employment or employment Laws to conduct an investigation relating to Seller Labor Agreement, and, to the Knowledge knowledge of SellerEspotting or any Espotting Subsidiary, there are no grievances outstanding thereunder. There is no labor strike, dispute 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 other material labor difficulty involving its employees. To the knowledge of Espotting, no such investigation is in progresscampaign or other attempt for recognition has been made by any labor organization or employees with respect to employees of Espotting or any of the Espotting Subsidiaries. (c) Since December 31Espotting and the Espotting Subsidiaries are in material compliance with Applicable Law and their own policies respecting employment and employment practices, 2016terms and conditions of employment, Seller has not effectuated wages and hours, equal opportunity, equal pay, civil rights, labor relations, immigration, occupational health and safety and payroll and wage taxes, and any foreign, federal or local human rights act. (d) As of the date of this Agreement or, except as set forth in Section 4.17(d) in the Espotting Disclosure Schedule or as required by Applicable Laws, (i) neither Espotting nor any of the Espotting Subsidiaries is a “plant closing” (as defined in the Worker Adjustment party to any outstanding employment agreements or contracts with officers, managers and Retraining Notification Act directors (or foreign equivalent) or Espotting Employees that are not terminable at will, or that provide for the payment of any similar state bonus or local law, the “WARN Act”)) in connection with the Businesscommission; or and (ii) a “mass layoff” (as defined in the WARN Act) of individuals employed at or who primarily provided service to the Business. Schedule 5.9(d) sets forth a true and complete list of reductions in force or layoffs, by location, implemented by the Seller or neither Espotting nor any of its the Espotting Subsidiaries in the 90is a party to any agreement, policy or practice that requires it to pay termination or severance pay to salaried, non-day period preceding the Closing Date at any location employing any individuals employed by the Businessexempt or hourly Espotting Employees.

Labor Matters. Except as would not haveset forth in Exhibit 3.14 attached hereto, individually or in as of the aggregatedate hereof, a Seller Material Adverse Effect: (ai) Seller is not a party to, or bound by, to any labor agreement, collective bargaining agreement, work rules or practices, or any other labor-related Contract agreement with any labor union, trade union or organization pertaining to Employees of Seller, and (ii) no labor organization. Other than as required by operation of applicable Law, no employees of Seller is represented by any labor union, trade union or organization is recognized as the collective bargaining representative of Employees of Seller. As of the date hereof, (i) no labor organization with respect to their employment with Seller. No labor union, trade union, labor organization or group of employees of Seller has made a pending demand to Seller for recognition or certificationas the bargaining representative of any Employees of Seller, and (ii) there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with before the National Labor Relations Board or any other Governmental Body. To the Knowledge with respect to Employees of Seller, there are no organizing activities with respect to any employees of Seller. There has been no actual or, to the Knowledge of Seller, threatened material arbitrations, material grievances, labor disputes, strikes, lockouts, slowdowns or work stoppages against or affecting Seller. Seller is not engaged in, or since December 31, 2016 has engaged in, any unfair labor practice, as defined in the National Labor Relations Act or other applicable Laws. and (biii) Seller has not received since December 31, 2016 any written notice of intent by any Governmental Body responsible for the enforcement of labor or employment Laws to conduct an investigation relating to Seller and, to the Knowledge of Seller, no such investigation is union organizing activities are in progress. (c) Since December 31progress with respect to Employees of Seller. Except as set forth in Exhibit 3.14 attached hereto, 2016, Seller has not effectuated as of the date hereof: (i) a “plant closing” (as defined in the Worker Adjustment and Retraining Notification Act (there are no pending or, to Seller’s Knowledge, proposed or any similar state threatened strikes or local law, the “WARN Act”)) in connection with the Businesslockouts involving Employees of Seller; or (ii) there is no strike, formal dispute, formal grievance, arbitration proceeding, general slowdown, work to rule or work stoppage, or charge of unfair labor practice pending before a “court, regulatory body or arbitration tribunal or, to Seller’s Knowledge, proposed or threatened against or affecting the U.S. Display Business; and (iii) there are no charges or complaints of discrimination pending or, to Seller’s Knowledge, proposed or threatened against Seller and relating to the U.S. Display Business before the United States Equal Employment Opportunity Commission or any other federal, state, local or foreign agency, board or tribunal. With respect to the U.S. Display Business, there has been no "mass layoff” (" or "plant closing," as defined in the WARN Actby WARN, within six (6) of individuals employed at or who primarily provided service months prior to the BusinessClosing Date (without regard to any actions taken by Buyer after the Effective Time of Closing). Schedule 5.9(d) sets forth As soon as reasonably practicable, Seller shall provide Buyer with a true and complete list of reductions in force or layoffsall lay-offs of employees of the U.S. Display Business, by locationlocation and date, implemented by the Seller or any of its Subsidiaries in for the 90-day period preceding the Closing Date at any location employing any individuals employed by the Businessprior to June 1, 2001.

Labor Matters. Except as would not have, individually or in the aggregate, a Seller Material Adverse Effect: (a) Seller is not party toAs of the date hereof, all individuals performing services for ARKS are either employed by ALJ or bound by, any labor agreement, collective bargaining agreement, work rules one of its Subsidiaries (other than ARKS) or practices, are individual contractors engaged by ALJ or any other labor-related Contract with any labor union, trade union or labor organization. Other than as required by operation one of applicable Law, no employees of Seller is represented by any labor union, trade union or labor organization with respect to their employment with Seller. No labor union, trade union, labor organization or group of employees of Seller has made a pending demand for recognition or certification, its Subsidiaries (the “Refinery Employees”) and there are no representation outstanding agreements, understandings or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board or any other Governmental Body. To the Knowledge commitments of Seller, there are no organizing activities ARKS with respect to any employees of Seller. There has been no actual orunpaid compensation, commissions or bonuses that were due and payable prior to the Knowledge of Seller, threatened material arbitrations, material grievances, labor disputes, strikes, lockouts, slowdowns or work stoppages against or affecting Seller. Seller is not engaged in, or since December 31, 2016 has engaged in, any unfair labor practice, as defined in the National Labor Relations Act or other applicable Lawsdate hereof. (b) Seller ARKS is not, and has not received since December 31, 2016 any written notice of intent by any Governmental Body responsible been for the enforcement of past five years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor or employment Laws organization (collectively, “Union”), and there is not, and has not been for the past five years, any Union representing or, to conduct an investigation relating ALJ’s Knowledge, purporting to Seller represent any Refinery Employee, and, to the Knowledge of SellerALJ’s Knowledge, no such investigation Union or group of Refinery Employees is in progressseeking to organize Refinery Employees for the purpose of collective bargaining. ARKS has no duty to bargain with any Union except to the extent required by applicable Law. There has not been, nor, to ALJ’s Knowledge, has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting ARKS or any of the Refinery Employees during the past five years. (c) Since December 31, 2016, Seller has not effectuated ALJ and its Subsidiaries are in compliance with all Contracts with current and former Refinery Employees. All individuals characterized and treated by ALJ and its Subsidiaries as independent contractors are properly treated as independent contractors under all applicable Laws. All Refinery Employees classified as exempt under the Fair Labor Standards Act and state and local wage and hour Laws are properly classified. (id) a “plant closing” (as defined ARKS is in the Worker Adjustment and Retraining Notification Act (or any similar state or local law, the “WARN Act”)) in connection compliance with the Business; or (ii) a “mass layoff” (as defined in the WARN Act) of individuals employed at or who primarily provided service , and it has no current plans to the Business. Schedule 5.9(d) sets forth a true and complete list of reductions in force or layoffs, by location, implemented by the Seller or undertake any of its Subsidiaries in the 90-day period preceding action before the Closing Date at any location employing any individuals employed by that would trigger obligations under the BusinessWARN Act.

Labor Matters. Except as would not have, individually or in the aggregate, a Seller Material Adverse Effect: (a) There are no collective bargaining or 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 Seller, to which any Seller is or may become a party or by which any of them has been bound, is bound, or may become bound. No Seller has been asked to negotiate any collective bargaining agreement or other agreement or understanding with any 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 bound bythreatened with, encountered any labor agreement, collective bargaining agreement, work rules dispute or practices, or any other labor-related Contract controversy with any labor union, trade union or labor organization. Other than as required by operation of applicable Law, no employees of Seller is represented by any labor union, trade union or a labor organization or with respect to their employment with Seller. No unionization or collective bargaining of Sellers’ employees, including any labor unionunion organizing activity, trade unionactual or threatened, or had any employee strikes, material work stoppages, material slowdowns, or lockouts, interruptions of work, picketing, arbitrations, grievances, unfair labor organization practice charges or group proceedings or other disputes involving any of the current or former employees of Seller has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board or any other Governmental Body. To the Knowledge of Seller, there are no organizing activities with respect to any employees of Seller. There has been are no actual unfair labor practice charges or complaints pending or, to the Knowledge of SellerSellers’ Knowledge, threatened material arbitrations, material grievances, labor disputes, strikes, lockouts, slowdowns or work stoppages against or affecting any Seller with respect to employees of a Seller. Seller is not engaged in, or since December 31, 2016 has engaged in, any unfair labor practice, as defined in the National Labor Relations Act or other applicable Laws. (b) Except as set forth on Section 4.10(b) of the Seller has not received since December 31Disclosure Schedules, 2016 any written notice as of intent by any Governmental Body responsible the date of the Original Asset Purchase Agreement, all bonuses and other compensation payable to Master Servicing Employees and former employees of the Sellers who were employed in connection with the Master Servicing Business for the enforcement of labor services performed on or employment Laws to conduct an investigation relating to Seller and, prior to the Knowledge date of Sellerthe Original Asset Purchase Agreement have been paid in full and there are no outstanding agreements, no such investigation understandings, or commitments of any Seller with respect to any bonuses or increases in compensation. Neither Seller is in progressliable for any arrears of wages or any Taxes or penalties for failure to comply with any of the foregoing. (c) Since December 31, 2016, Seller has not effectuated (i) a “plant closing” (Except as defined in the Worker Adjustment and Retraining Notification Act (or any similar state or local law, the “WARN Act”)) in connection with the Business; or (ii) a “mass layoff” (as defined in the WARN Actset forth on Section 4.10(c) of individuals the Seller Disclosure Schedules, each Master Servicing Employee is employed at will and may terminate his or who primarily provided service to the Business. Schedule 5.9(d) sets forth a true and complete list of reductions in force her employment or layoffs, by location, implemented by the Seller or any of its Subsidiaries in the 90-day period preceding the Closing Date be terminated from such employment at any location employing time for any individuals employed or no reason with or without prior notice except as may be required by the Businessapplicable law.

Labor Matters. (a) Except as would not have, individually or in set forth on Schedule 3.17(a) with respect to Seller and Seller Parent’s ownership and conduct of the aggregate, a Seller Material Adverse EffectBusiness: (ai) there is no unfair labor practice charge or complaint against Seller is not party to, or bound by, any labor agreement, collective bargaining agreement, work rules or practices, or any other labor-related Contract with any labor union, trade union or labor organization. Other than as required by operation of applicable Law, no employees of Seller is represented by any labor union, trade union or labor organization with respect to their employment with Seller. No labor union, trade union, labor organization or group of employees of Seller has made a Parent pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board or any other Governmental Body. To the Knowledge of Seller, there are no organizing activities with respect to any employees of Seller. There has been no actual or, to the Knowledge of Seller, threatened material arbitrations, material grievances, labor disputes, strikes, lockouts, slowdowns against Seller or work stoppages against or affecting Seller. Seller is not engaged in, or since December 31, 2016 has engaged in, any unfair labor practice, as defined in Parent before the National Labor Relations Act Board or any other applicable Laws.comparable Governmental Authority; and (bii) Seller has not received since December 31there is no litigation, 2016 arbitration proceeding, governmental investigation, administrative charge, or action of any written notice of intent by any Governmental Body responsible for the enforcement of labor or employment Laws to conduct an investigation relating to Seller andkind 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 relationship or existing duty to bargain with any 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 such investigation is in progressorganizing activities of any type being conducted or threatened to be conducted by any labor organization with respect to the Business Employees or any of Seller’s or Seller Parent’s other employees, as applicable, or at the Facility. (c) Since December 31October 1, 20162010, neither Seller, Seller Parent nor any of their respective Affiliates has not effectuated effectuated: (i) a “plant closing” (as defined in the Worker Adjustment and Retraining Notification Act (WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Seller, Seller Parent or any similar state or local law, the “WARN Act”)) in connection with the Businessof their respective Affiliates; or (ii) a “mass layoff” (as defined in the WARN Act); or (iii) of individuals employed at or who primarily provided service to the Business. Schedule 5.9(d) sets forth a true and complete list of reductions such other transaction, layoff, reduction in force or layoffsemployment terminations sufficient in number to trigger application of any similar state or local law. Seller and Seller Parent will comply with all applicable requirements, by locationand will incur no Liability, implemented by under the Seller WARN Act (or any similar applicable state or local law) in connection with the termination of its Subsidiaries in the 90-day period preceding the Closing Date at any location employing any individuals employed by the BusinessBusiness Employees.

Labor Matters. Except as would not have, individually or in the aggregate, a Seller Material Adverse Effect: (a) Seller is not party to, or bound by, any labor agreement, collective bargaining agreement, work rules or practices, or any other labor-related Contract with any labor union, trade union or labor organization. Other than as required by operation set forth on Schedule 4.16(a), (i) Sellers are not a party to any labor or collective bargaining agreement with respect to its Employees, (ii) no Employee of applicable Law, no employees of Seller Sellers is represented by any labor unionorganization, trade union or labor organization with respect to their employment with Seller. No labor union, trade union, (iii) no labor organization or group of employees Employees of Seller Sellers has made a pending demand for recognition or request for certification, (iv) and there are no representation or certification proceedings or petitions seeking a representation proceeding election presently pending or threatened in writing or, to the Knowledge of Seller, threatened, to be brought or filed with the National Labor Relations Board or any other Governmental Body. To the Knowledge of labor relations tribunal involving Seller, there . (b) There are no organizing activities with respect to any employees of Seller. There has been no actual strikes, lockouts, work stoppages or slowdowns pending or, to the Knowledge of Seller, threatened material arbitrations, material grievances, labor disputes, strikes, lockouts, slowdowns or work stoppages against or affecting involving Seller. Seller is not engaged in, or since December 31, 2016 has engaged in, any unfair labor practice, as defined in the National Labor Relations Act or other applicable Laws. (bc) Seller has not received since December 31There are no unfair labor practice charges, 2016 any written notice of intent by any Governmental Body responsible for the enforcement of labor arbitrations, grievances or employment Laws to conduct an investigation relating to Seller andcomplaints pending or, to the Knowledge of Seller, no such investigation is threatened in progresswriting against Seller relating to the employment or termination of employment of any individual by Seller except those which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. (cd) Since December 31There are no complaints, 2016charges, 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 effectuated (i) a “plant closing” (as defined in incurred any liability or obligation under the Worker Adjustment and Retraining Notification WARN Act (or any similar state Laws, which remains unpaid or local lawunsatisfied. (f) Except as set forth on Schedule 4.16(f), the “WARN Act”)) in connection with the Business; or (ii) a “mass layoff” (as defined in the WARN Act) employment of individuals employed at or who primarily provided service to the Businesseach Employee of Seller is at-will. Schedule 5.9(d4.16(f) sets forth lists all written (and includes a true summary of all legally binding oral) employment and complete list consulting agreements to which Seller is a party or by which it is bound. Complete and correct copies of reductions in force the agreements or layoffs, by location, implemented by the Seller arrangements listed and summarized on Schedule 4.16(f) have been provided or any of its Subsidiaries in the 90-day period preceding the Closing Date at any location employing any individuals employed by the Businessmade available to Purchaser.

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”) as of the date hereof. Except to the extent set forth in Schedule 5.11 or as would not have, individually or in the aggregate, aggregate would not reasonably be expected to have a Seller Material Adverse Effect: , (ai) Seller is not party to, or bound by, any labor agreement, collective bargaining agreement, work rules or in material compliance with all Laws applicable to the Business Employees respecting employment and employment practices, or terms and conditions of employment, and wages and hours; (ii) Seller has not received written notice of any other labor-related Contract with any unfair labor union, trade union or labor organization. Other than as required by operation of applicable Law, no employees of practice complaint against Seller is represented by any labor union, trade union or labor organization pending before the National Labor Relations Board with respect to their employment with Seller. No labor union, trade union, labor organization or group any of employees of the Business Employees; (iii) Seller has made a pending demand for recognition or certification, and there are no not received notice that any representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or petition respecting the Business Employees has been filed with the National Labor Relations Board Board; (iv) Seller is in material compliance with the terms of and its obligations under the Collective Bargaining Agreements, and 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 any other Governmental Bodymaterial arbitration proceeding arising out of or under the Collective Bargaining Agreements is pending against Seller; and (vi) there is no 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. To Except for the Knowledge 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 Sellerthe 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 organizing activities with respect 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 employees new collective bargaining agreement covering any of Seller. There the Business Employees entered into by Seller between the date hereof and the Closing (each a “Successor Collective Bargaining Agreement”), has been no actual or, made available to Buyer prior to the Knowledge of Seller, threatened material arbitrations, material grievances, labor disputes, strikes, lockouts, slowdowns date hereof or work stoppages against or affecting Seller. Seller is not engaged in, or since December 31, 2016 has engaged in, any unfair labor practice, as defined in the National Labor Relations Act or other applicable Laws. (b) Seller has not received since December 31, 2016 any written notice of intent by any Governmental Body responsible for the enforcement of labor or employment Laws will be made available to conduct an investigation relating to Seller and, Buyer prior to the Knowledge of SellerClosing Date, no such investigation is in progressrespectively. (c) Since December 31, 2016, Seller has not effectuated (i) a “plant closing” (as defined in the Worker Adjustment and Retraining Notification Act (or any similar state or local law, the “WARN Act”)) in connection with the Business; or (ii) a “mass layoff” (as defined in the WARN Act) of individuals employed at or who primarily provided service to the Business. Schedule 5.9(d) sets forth a true and complete list of reductions in force or layoffs, by location, implemented by the Seller or any of its Subsidiaries in the 90-day period preceding the Closing Date at any location employing any individuals employed by the Business.

Labor Matters. (a) Except as would not haveset forth on Disclosure Schedule Section 3.17(a), individually there is no controversy existing, pending or, to Huttig’s Knowledge, threatened with any association or in union or collective bargaining representative of the aggregate, Employees of the Business which is reasonably expected to have a Seller Material Adverse Effect: (a) Seller is not party to, or bound by, any labor agreement, collective bargaining agreement, work rules or practices, or any other labor-related Contract with any labor union, trade union or labor organization. Other than as required by operation of applicable Law, no employees of Seller is represented by any labor union, trade union or labor organization with respect to their employment with Seller. No labor union, trade union, labor organization or group of employees of Seller has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board or any other Governmental Body. To the Knowledge of Seller, there are no organizing activities with respect to any employees of Seller. There has been no actual or, to the Knowledge of Seller, threatened material arbitrations, material grievances, labor disputes, strikes, lockouts, slowdowns or work stoppages against or affecting Seller. Seller is not engaged in, or since December 31, 2016 has engaged in, any unfair labor practice, as defined in the National Labor Relations Act or other applicable Laws. (b) Seller has not received since December 31Except as set forth on Disclosure Schedule Section 3.17(b), 2016 any written notice of intent by any Governmental Body responsible for the enforcement of labor there is no charge or employment Laws to conduct an investigation complaint relating to Seller andunfair labor practices pending against Huttig arising out of its activities in relation to the Business, nor is there any labor strike, work stoppage, material grievance or other labor dispute pending or, to Huttig’s Knowledge, threatened against Huttig in relation to the Knowledge of SellerBusiness, no such investigation which is in progressreasonably expected to have a Material Adverse Effect. (c) Since December 31Except as set forth on Disclosure Schedule Section 3.17(c), 2016there are no material collective bargaining, Seller has not effectuated works council and similar agreements between Huttig (in respect of the Business) or any employers’ or trade association of which Huttig (in respect of the Business) is a member and any trade union, staff association or other body representing employees of Huttig (in respect of the Business). (d) Except as set forth on Disclosure Schedule 3.17(d), (i) a “plant closing” Huttig (as defined in the Worker Adjustment and Retraining Notification Act (or any similar state or local law, the “WARN Act”)) in connection with respect of the Business; ) is not delinquent in payments to any of its Employees for any wages, overtime, or other compensation for any services performed by them or amounts required to be reimbursed to such employees, (ii) a “mass layoff” (as defined in upon termination of the WARN Act) employment of individuals employed at any the Employees, Buyer will not by reason of any action taken or who primarily provided service not taken prior to the Business. Schedule 5.9(d) sets forth a true and complete list Closing be liable to any of reductions in force or layoffs, by location, implemented by the Seller such employees for severance pay or any other payments except as required by Law, collective bargaining agreement or any other Material Contract or Benefit Plan, (iii) upon the execution and delivery of its Subsidiaries in this Agreement and the 90-day period preceding consummation of the Closing Date at transactions contemplated hereby and thereby on the basis and terms provided for herein and therein, Buyer will not be liable to any location employing of the Employees for severance pay or any individuals employed other payments except as required by the BusinessLaw, collective bargaining agreement or any other Material Contract or Benefit Plan and (iv) to Huttig’s Knowledge no Key Employee intends to terminate his or her employment with Huttig.

Labor Matters. (a) Except as would not haveprohibited by Law, individually Section 5.14(a) of the Seller Disclosure Schedule contains 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, in each case, including each Employee, contractor, or in the aggregateconsultant’s name, a Seller Material Adverse Effect: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. (ab) Seller is not a party to, or bound by, and is not subject to any labor agreement, union or collective bargaining agreementContract in respect of any Employee. As of the date hereof, work rules or practices, or any other labor-related Contract with any labor union, trade union or labor organization. Other than as required by operation of applicable Law, no employees of Seller is represented by any labor union, trade union or labor organization with respect to their employment with Seller. No labor union, trade union, labor organization or group of employees of Seller has made a pending demand for recognition or certification, and (i) there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board or any other Governmental Body. To the Knowledge of Seller, there are no organizing activities with respect to any employees of Seller. There has been no actual or, to the Knowledge of Seller, threatened material arbitrations, material grievances, labor disputes, strikes, lockouts, slowdowns or work stoppages or slowdowns, pickets, boycotts, unfair labor practice charges, or grievances against or affecting Seller. Seller involving the Employees and (ii) with respect to Employees, Seller is not engaged inin material compliance with, or since December 31, 2016 has engaged in, any unfair labor practice, as defined and at all times in the National Labor Relations Act five (5) years before the Closing Date has materially complied with, all applicable Laws relating to terms or other applicable Laws. (b) Seller has not received since December 31, 2016 any written notice conditions of intent by any Governmental Body responsible for the enforcement of employment or labor or employment Laws practices, including as it relates to conduct an investigation relating to Seller andhiring, to the Knowledge of Sellerworker classification, no such investigation is in progresscompensation, 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) Since December 31, 2016, Seller has not effectuated (i) carried out a “plant closing” (or “mass layoff” as such terms are defined in under the U.S. Worker Adjustment and Retraining Notification Act (or and any similar state or local lawother Laws (“WARN”) with respect to the Business without fully satisfying its obligations under WARN. (d) Except as would not reasonably be expected to result in material Liability to Buyer, Seller has properly classified (i) each of its former employees and the “WARN Act”)) in connection with the Business; Employees as exempt or non-exempt under applicable wage and hour Laws and (ii) a “mass layoff” (as defined in the WARN Act) of individuals employed at or who primarily provided service to the Business. Schedule 5.9(d) sets forth a true and complete list of reductions in force or layoffs, by location, implemented by the Seller or any each of its Subsidiaries in the 90-day period preceding the Closing Date at current and former independent contractors as independent contractors and not employees. Neither Seller nor any location employing Affiliate of Seller has received any individuals employed by the Businessnotice from any Governmental Authority disputing such classification.

Labor Matters. Except as would not have, individually or in the aggregate, a Seller Material Adverse Effect: (a) Except as set forth on Schedule 10.02, Seller is not party to, or bound by, any labor agreement, has no union collective bargaining agreementagreements, work rules letters of understanding, agreements modifying same or practices, or any other labor-related Contract with any labor union, trade union or labor organization. Other than as required by operation of applicable Law, no employees of Seller is represented by any labor union, trade union or labor organization contracts with respect to their employment with Sellerthe Division. No labor union, trade union, labor organization or group of employees of Seller has made a provided Purchaser with copies of all arbitration or grievance proceedings with respect to the Business within the last three years relating to any contract or laws regarding employment practices. There are currently no open or unresolved arbitration or grievance proceedings with respect to the Division relating to any contract or laws regarding employment practices and, to Seller's knowledge, none are currently pending demand for recognition or certificationthreatened. To Seller's knowledge, and there are is no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing charge, complaint, or petition by, against or involving Seller with respect to be brought or filed with the Division before the National Labor Relations Board or any other Governmental Body. To the Knowledge of Seller, there are no organizing activities with respect to any employees of Seller. There has been no actual or, to the Knowledge of Seller, threatened material arbitrations, material grievances, labor disputes, strikes, lockouts, slowdowns or work stoppages against or affecting Seller. Seller is not engaged in, or since December 31, 2016 has engaged in, any unfair labor practice, as defined in the National Labor Relations Act or other applicable Lawsagency which regulates employment practices. (b) Except as set forth on Schedule 10.02, Seller has is not received since December 31, 2016 any written notice of intent bound by any Governmental Body responsible for the enforcement of court, administrative agency, arbitration, tribunal, commission or board decree, judgment, decision, agreement or settlement relating to (i) any collective bargaining agreement or other labor or employment Laws agreements of Seller with respect to conduct the Division (including, without limitation, the wages, hours or other terms or conditions of employment contained therein); (ii) unfair labor practices of Seller with respect to the Division; (iii) union representation proceedings or attempts to organize collective bargaining units of Seller with respect to the Division; (iv) employment discrimination claims against Seller with respect to the Division within the past three years; (v) wrongful discharge claims against Seller with respect to the Division within the past three years; (vi) claims that Seller has within the past three years violated any wage/hour matters with respect to the Division; (vii) unemployment compensation claims against Seller with respect to the Division within the past three years; (viii) worker's compensation claims against Seller with respect to the Division within the past three years; (ix) claims that Seller has within the past three years violated any occupational safety and health, safe work place or employee right-to-know laws with respect to the Division; (x) claims that Seller has within the past three years violated any affirmative action, government contracts or contract compliance laws with respect to the Division; (xi) claims that Seller has within the past three years violated any immigration laws with respect to the Division; (xii) employment-related tort or retaliation claims against Seller with respect to the Division within the past three years; (xiii) claims that, with respect to the Division, Seller has within the past three years violated any laws governing an employee's right to continued coverage under a group health insurance plan; (xiv) claims that Seller has within the past three years violated any plant closing and mass layoff laws with respect to the Division; or (xv) any other employment related claim against Seller with respect to the Division within the past three years, which may in any way materially and adversely affect the Division or the Purchased Assets. Except as set forth on Schedule 10.02, to Seller's knowledge, there have been no pending or threatened employment related claims, charges or investigations against Seller within the past three years, by or on behalf of current or former employees of the Division, or applicants for employment with the Division. To Seller's knowledge, there is no current investigation by any government agency relating to Seller and, employment or safety issues pertaining to the Knowledge of Seller, no such investigation is in progressDivision. (c) Since December 31Except as disclosed on Schedule 10.02, 2016to Seller's knowledge, Seller has not effectuated (i) a “plant closing” (there is no pending or threatened labor strike, slow-down or work stoppage or other material labor trouble which may affect the Division. Except as defined in set forth on Schedule 10.02, to Seller's knowledge, no representation question is pending or threatened against the Worker Adjustment and Retraining Notification Act (or any similar state or local law, the “WARN Act”)) in connection with the Business; or (ii) a “mass layoff” (as defined in the WARN Act) of individuals employed at or who primarily provided service to the Business. Schedule 5.9(d) sets forth a true and complete list of reductions in force or layoffs, by location, implemented by the Seller or any of its Subsidiaries in the 90-day period preceding the Closing Date at any location employing any individuals employed by the BusinessDivision.

Labor Matters. Except Employment and Labor Contracts. --------------------------------------------- (i) Schedule 4.1(l) of the Seller Disclosure Statement ---------------- contains a true and complete list, as would not haveof the date hereof, individually of all GBB Employees, their job titles, current salary and employee classification. (ii) With respect to the Government Base Business and/or any GBB Employees or in former employees of the aggregate, a Seller Material Adverse EffectGovernment Base Business: (aA) Seller is not a party to, to or bound by, by or subject to any labor agreement, collective bargaining agreement, work rules contract or practices, or any other labor-related Contract agreement with any labor union; (B) there are no existing or, trade union to the knowledge of Seller, threatened (i) labor strikes, work stoppages, slow downs or interruptions of work affecting Seller, (ii) arbitrations or material grievances involving Seller, or (iii) other labor organization. Other than as required by operation of applicable Law, no employees of Seller is represented by any labor union, trade union or labor organization with respect controversies which can reasonably be expected to their employment with Seller. No labor union, trade union, labor organization or group of employees of Seller has made have a pending demand for recognition or certificationMaterial Adverse Effect, and there are is no pending or, to the knowledge of Seller threatened, representation question or certification proceedings or petitions seeking a representation proceeding presently pending or threatened union organizing activity respecting the GBB Employees; (C) Seller is not now nor has Seller within the six- month period preceding the date of this Agreement, engaged in writing to be brought or filed with any unfair labor practice within the meaning of the National Labor Relations Board or any other Governmental BodyAct. To the Knowledge of SellerPrior to such six-month period, there are no organizing activities with respect to any employees of Seller. There Seller has been no actual or, to the Knowledge of Seller, threatened material arbitrations, material grievances, labor disputes, strikes, lockouts, slowdowns or work stoppages against or affecting Seller. Seller is not engaged in, or since December 31, 2016 has engaged in, in any unfair labor practice, as defined in practice within the meaning of the National Labor Relations Act or other applicable Laws.which can reasonably be expected to have a Material Adverse Effect; (bD) there are no pending or, to the knowledge of Seller, threatened unfair labor practice charges or discrimination complaints relating to race, color, national origin, gender, religion, age, marital status, disability, handicap, sexual harassment, ERISA or any other employment-related matter against Seller before any federal, state or local board, department, commission or agency nor, to the knowledge of Seller, does any basis therefor exist; (E) Seller has not received since December 31, 2016 any written notice of intent by any Governmental Body responsible for the enforcement of labor or employment Laws to conduct an investigation complied in all material respects with all applicable laws relating to the employment, payment and termination of labor, including the provisions thereof relative to wages, hours, severance, vacation, collective bargaining, unfair labor practices, employee benefits and employee benefit plans, contributions, unemployment, withholding taxes, occupational health and safety, equal employment opportunity and non- discrimination (including the Americans with Disabilities Act) (hereinafter together referred to as "Labor Laws"); Seller andis not now, and during the past five years has not been, charged with or, to the Knowledge knowledge of Seller, threatened with a charge of violation, or, to knowledge of Seller, under investigation with respect to a possible violation, of any provision of any Labor Laws; and except as set forth on Schedule 4.1(l) of the Seller Disclosure Statement, there have --------------- been no such investigation claims, inquiries, citations, penalties assessed or other proceedings of the Equal Employment Opportunity Commission, the Office of Federal Contract Compliance Programs or any other federal, state or local governmental agencies in respect of Seller during the past five years which relate to any provision of any Labor Laws; (F) Seller is in progress. (c) Since December 31, 2016, Seller has not effectuated (i) a “plant closing” (as defined in material compliance with the Worker Adjustment and Retraining Notification Act and the regulations promulgated thereunder ("WARN"); (G) Seller and the Plans are in material compliance with all requirements of the Code, ERISA, all Labor Laws and all other applicable law regarding classification as employees, independent contractors, leased employees or otherwise with regard to all persons employed, retained in any similar state capacity or local law, the “WARN Act”)otherwise performing services with respect to Seller; and (H) Seller is in connection material compliance with the Business; or Immigration Reform and Control Act and regulations promulgated thereunder (ii) a “mass layoff” (as defined in the WARN Act) of individuals employed at or who primarily provided service to the Business. Schedule 5.9(d) sets forth a true and complete list of reductions in force or layoffs, by location, implemented by the Seller or any of its Subsidiaries in the 90-day period preceding the Closing Date at any location employing any individuals employed by the Business"IRCA").

Labor Matters. Except as would not have, individually or in the aggregate, a Seller Material Adverse Effect: (a) Seller With respect to the Business: (i) there is not party to, or bound by, any labor agreement, no collective bargaining agreement, work rules agreement or practices, or any other labor-related Contract relationship with any labor union, trade union or labor organization. Other than as required by operation ; (ii) to the knowledge of applicable LawSeller, no employees of Seller is represented by any labor union, trade union or labor organization with respect to their employment with Seller. No labor union, trade union, labor organization or group of employees of Seller has filed any representation petition or made a pending any written or oral demand for recognition recognition; (iii) to the knowledge of Seller, no union organizing or certificationdecertification efforts are underway or threatened and no other question concerning representation exists; (iv) no labor strike, work stoppage, slowdown, or other material labor dispute has occurred, and to the knowledge of Seller, none is underway or threatened; (v) there are is no representation workmans compensation liability, experience, or certification proceedings matter that could have a Material Adverse Effect on the Business; (vi) to the knowledge of Seller, there is no employment-related charge, complaint, grievance, investigation, inquiry, or petitions seeking a representation proceeding presently obligation of any kind pending or threatened in writing any forum, relating to be brought an alleged violation or filed with breach by Seller (or its officers or directors) of any law, regulation, or contract that individually or in the National Labor Relations Board or any other Governmental Body. To aggregate could have a Material Adverse Effect on the Knowledge Business; and (vii) to the knowledge of Seller, there are no organizing activities with respect employee or agent of Seller has committed any act or omission giving rise to material liability for any employees of Seller. There has been no actual or, to the Knowledge of Seller, threatened material arbitrations, material grievances, labor disputes, strikes, lockouts, slowdowns violation or work stoppages against or affecting Seller. Seller is not engaged in, or since December 31, 2016 has engaged in, any unfair labor practice, as defined breach identified in the National Labor Relations Act or other applicable Lawssubsection (vi) above. (b) Seller With respect to this transaction, any notice required under any law or collective bargaining agreement has not received since December 31been, 2016 any written notice of intent by any Governmental Body responsible for the enforcement of labor or employment Laws to conduct an investigation relating to Seller and, prior to the Knowledge of SellerClosing Date will be, no such investigation is in progress. (c) Since December 31given, 2016and all bargaining obligations with any employee representative have been, or prior to the Closing Date will be, satisfied. Within the past year, Seller has not effectuated (i) a “implemented any plant closing” (as defined in closing or layoff of employees relating to the Business that could implicate the Worker Adjustment and Retraining Notification Act (of 1988, as amended, or any similar state foreign, state, or local law, regulation, or ordinance (collectively, the “WARN Act”)) in connection with the Business; or (ii) a “mass layoff” (as defined in the WARN Act) of individuals employed at or who primarily provided service to the Business. Schedule 5.9(d) sets forth a true , and complete list of reductions in force or layoffs, by location, no such action will be implemented by the Seller or any of its Subsidiaries in the 90-day period preceding the Closing Date at any location employing any individuals employed by the Businesswithout advance notification to Buyer.

Labor Matters. Except as would not have, individually or in the aggregate, a Seller Material Adverse Effect: (a) Seller is not Except as set forth in Exhibit 3.16 attached hereto, as of the date hereof, none of the Company and its Subsidiaries are party to, or bound by, to any labor agreement, collective bargaining agreement, work rules or practices, or any other labor-related Contract agreement with any labor union, trade union or labor organization. Other than organization pertaining to employees of the Company or any of its Subsidiaries and, except as required by operation set forth in the collective bargaining agreements listed in Exhibit 3.16 attached hereto, as of applicable Lawthe date hereof, no employees of Seller is represented by any labor union, trade union or labor organization with respect to their employment with Seller. No labor union, trade union, labor organization or group is recognized as the collective bargaining representative of employees of Seller the Company or any of its Subsidiaries. As of the date hereof, (i) no labor organization has made a pending demand to the Company or any of its Subsidiaries for recognition as the bargaining representative of any employees of the Company or certificationany of its Subsidiaries, and (ii) there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with before the National Labor Relations Board or any other Governmental Body. To the Knowledge of Seller, there are no organizing activities with respect to any employees of Seller. There has been no actual or, to the Knowledge Company or any of Seller, threatened material arbitrations, material grievances, labor disputes, strikes, lockouts, slowdowns or work stoppages against or affecting Seller. Seller is not engaged in, or since December 31, 2016 has engaged in, any unfair labor practice, as defined in the National Labor Relations Act or other applicable Laws. its Subsidiaries and (biii) Seller has not received since December 31, 2016 any written notice of intent by any Governmental Body responsible for the enforcement of labor or employment Laws to conduct an investigation relating to Seller and, to the Knowledge of Seller, no such investigation union organizing activities are in progress with respect to employees of the Company or any of its Subsidiaries. True, complete and correct copies of all collective bargaining agreements pertaining to employees of the Company and its Subsidiaries, including any amendments or material side letters thereto, have been delivered to Buyer by Seller. (b) As of the date hereof, except as set forth in Exhibit 3.16 attached hereto: (i) there are no pending or, to Seller’s Knowledge, proposed or threatened strikes or lockouts involving employees of the Company or any of its Subsidiaries; (ii) there is in progressno strike, formal grievance, arbitration proceeding, general slowdown, work to rule or work stoppage, or charge of unfair labor practice pending before a court, regulatory body or arbitration tribunal or, to Seller’s Knowledge, proposed or threatened against or affecting the Company or any of its Subsidiaries; and (iii) there are no charges or complaints of discrimination pending or, to Seller’s Knowledge, proposed or threatened against the Company or any of its Subsidiaries before the United States Equal Employment Opportunity Commission or any other federal, state, local or foreign agency, board or tribunal. (c) Since December 31With respect to the Company and its Subsidiaries, 2016, Seller there has not effectuated (i) a “plant closing” (as defined in the Worker Adjustment and Retraining Notification Act (or any similar state or local law, the “WARN Act”)) in connection with the Business; or (ii) a been no “mass layoff” (or “plant closing,” as defined in the WARN Actby WARN, within six (6) of individuals employed at or who primarily provided service months prior to the Business. Schedule 5.9(d) sets forth a true and complete list of reductions in force or layoffs, by location, implemented by the Seller or any of its Subsidiaries in the 90-day period preceding the Closing Date at any location employing any individuals employed by the BusinessDate.

Labor Matters. Except as would not haveto the extent set forth in Schedule 4.14, individually or in the aggregate, a Seller Material Adverse Effect: (a) there is no unfair labor practice charge, complaint or decision against Seller is not party to, pending before or bound by, any labor agreement, collective bargaining agreement, work rules or practices, or any other labor-related Contract with any labor union, trade union or labor organization. Other than as required issued by operation of applicable Law, no employees of Seller is represented by any labor union, trade union or labor organization with respect to their employment with Seller. No labor union, trade union, labor organization or group of employees of Seller has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board or any other Governmental Body. To the Knowledge of Sellerfederal agency, authority or tribunal; (b) there are is no organizing activities with respect to any employees of Seller. There has been no actual orlabor strike, to the Knowledge of Sellerdispute, slowdown, lockout or stoppage pending or threatened material arbitrations, material grievances, labor disputes, strikes, lockouts, slowdowns or work stoppages against or affecting Seller. Seller and Seller has not experienced any such labor controversy within the last five years; (c) Seller is not engaged in, a party to any collective bargaining agreement or since December 31, 2016 has engaged in, contract with any unfair labor practice, as defined in the National Labor Relations Act or other applicable Laws. (b) Seller has not received since December 31, 2016 any written notice of intent by any Governmental Body responsible for the enforcement of labor or employment Laws to conduct an investigation relating to Seller union and, to the Knowledge of Seller, no such investigation union representation question has been raised by the employees of Seller; (d) no grievance nor any arbitration proceeding arising out of or under any collective bargaining agreement is in progress. pending; (ce) Since December 31no event has occurred, 2016and Seller will not take any action prior to the Closing, Seller has not effectuated (i) a “plant closing” (as defined in which would require notification after the date hereof to employees under the Worker Adjustment and Retraining Notification Act of 1988 and the regulations promulgated thereunder or which would require notification under any collective bargaining agreement or law; (or any similar state or local law, the “WARN Act”)f) in connection with the Business; or (ii) a “mass layoff” (as defined in the WARN Act) of individuals employed at or who primarily provided service to the Business. Schedule 5.9(d) sets forth a true there is no other controversy pending between Seller and complete list of reductions in force or layoffs, by location, implemented by the Seller or any of its Subsidiaries employees, including, without limitation, claims arising under any local, state or federal labor and employment laws; (g) Seller has no obligation to continue the employment of any employee or the funding of any employee benefits who or which is the subject or beneficiary of any collective bargaining agreement in the 90-day period preceding event of termination of any contract for the Closing Date at provision of goods or services in the geographic area related to such collective bargaining agreement; (h) except as set forth in the Contracts, Seller is not a party to any location employing written employment or consulting contract or agreement with any individuals employed Person nor are any such contracts or agreements presently being negotiated; (i) to the Knowledge of Seller, there are no campaigns being conducted to solicit cards from any employees or election petitions pending with respect to Seller to authorize representation by any labor organization; (j) Seller is not a party to, or otherwise bound by, any consent decree with, or citation by, any government agency relating to employees or employment practices; (k) Seller has complied with all provisions of applicable laws or regulations pertaining to the Businessemployment of employees and access to facilities, including without limitation, relating to labor relations, equal employment, fair employment practices, entitlements, prohibited discrimination or other similar employment practices or acts, and (l) to Seller’s knowledge, other than the employees listed on Schedule 4.14, no key employee intends to terminate employment with Seller or is otherwise likely to become unavailable to continue as a key employee, nor does Seller have a present intention to terminate the employment of any of the foregoing.

Labor Matters. (a) Except as would not haveset forth on SCHEDULE 5.14 as of the Effective Time (i) no employee of any Borrower of any Subsidiary is represented by a labor union, no labor union has been certified or recognized as a representative of any such employee, and no Borrower or Subsidiary has any obligation under any collective bargaining agreement or other agreement with any labor 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; (ii) there are no pending or threatened representation campaigns, elections or proceedings; (iii) no Borrower has any knowledge of any strikes, slowdowns or work stoppages of 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 employees or representatives thereof, except, in the case of this clause (v), for any such controversies or grievances which, either individually or in the aggregate, could not reasonably be expected to have a Seller Material Adverse Effect: (a) Seller is not party to, or bound by, any labor agreement, collective bargaining agreement, work rules or practices, or any other labor-related Contract with any labor union, trade union or labor organization. Other than as required by operation of applicable Law, no employees of Seller is represented by any labor union, trade union or labor organization with respect to their employment with Seller. No labor union, trade union, labor organization or group of employees of Seller has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board or any other Governmental Body. To the Knowledge of Seller, there are no organizing activities with respect to any employees of Seller. There has been no actual or, to the Knowledge of Seller, threatened material arbitrations, material grievances, labor disputes, strikes, lockouts, slowdowns or work stoppages against or affecting Seller. Seller is not engaged in, or since December 31, 2016 has engaged in, any unfair labor practice, as defined in the National Labor Relations Act or other applicable Laws. (b) Seller Except as set forth on SCHEDULE 5.14, each of the Borrowers and their Subsidiaries has not received since December 31at all times complied in all material respects, 2016 any written notice and are in material compliance with, all applicable laws, rules and regulations respecting employment, wages, hours, compensation, benefits, and payment and withholding of intent by any Governmental Body responsible for the enforcement of labor or employment Laws to conduct an investigation relating to Seller and, to the Knowledge of Seller, no such investigation is taxes in progressconnection with employment. (c) Since December 31, 2016, Seller has not effectuated (i) a “plant closing” (Except as defined in the Worker Adjustment and Retraining Notification Act (or any similar state or local lawset forth on SCHEDULE 5.14, the “WARN Act”)) Borrowers and their Subsidiaries have at all times complied with, and are in connection with 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 Business; Occupational Safety & Health Act of 1970, 29 U.S.C. Section 651 et seq. and the state analogies thereto, all as amended or (ii) a “mass layoff” (as defined in the WARN Act) of individuals employed at or who primarily provided service superseded from time to the Business. Schedule 5.9(d) sets forth a true time, and complete list of reductions in force or layoffs, by location, implemented by the Seller or any of its Subsidiaries in the 90-day period preceding the Closing Date at any location employing any individuals employed by the Businesscommon law doctrine relating to worker health and safety.

Labor Matters. Except as would not have, individually or in the aggregate, a Seller Material Adverse Effect: (a) Seller None of the Companies is not a party to, or bound by, to any labor agreement, or collective bargaining agreement, work rules or practices, or any other labor-related Contract with any labor union, trade union or labor organization. Other than as required by operation of applicable Law, no . (b) No employees of Seller is any Company and none of the ConLife Employees or PCFS Employees are represented by any labor union, trade union organization that is certified to represent such employees under the National Labor Relations Act or labor organization with respect to their employment with Sellerother applicable law. No labor union, trade union, labor organization or group of employees of Seller any Company or any ConLife Employees or PCFS Employees has made a pending demand for recognition recognition, certification, successor rights or certificationa related employer declaration, and there are no representation representation, certification, successor rights or certification related employer proceedings or petitions or applications for certification seeking a representation proceeding presently pending or threatened in writing to be brought before or filed with the National Labor Relations Board or any other Governmental Bodylabor relations tribunal or authority. To the Knowledge knowledge of SellerSellers, there are no organizing activities involving any Company or PCFS or Services pending with respect to any labor organization or group of employees of Seller. There has been no actual or, to the Knowledge of Seller, threatened material arbitrations, material grievances, labor disputes, strikes, lockouts, slowdowns any Company or work stoppages against any ConLife Employees or affecting Seller. Seller is not engaged in, or since December 31, 2016 has engaged in, any unfair labor practice, as defined in the National Labor Relations Act or other applicable Laws. (b) Seller has not received since December 31, 2016 any written notice of intent by any Governmental Body responsible for the enforcement of labor or employment Laws to conduct an investigation relating to Seller and, to the Knowledge of Seller, no such investigation is in progressPCFS Employees. (c) Since December 31Except as set forth in Section 3.23(c) of the Disclosure Schedule, 2016there are no strikes, Seller has work stoppages, slowdowns, lockouts, material arbitrations or material grievances or other material labor disputes pending or threatened against or involving any 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. (d) Each of the Companies and Services (with respect to the ConLife Employees) and PCFS (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 the employment of labor, including all such laws, 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 similar tax, other than such noncompliance that could not effectuated reasonably be expected to have a Material Adverse Effect. (ie) a “There is no "mass layoff," "plant closing” (" or similar event as defined in by WARN or similar Canadian legislation with respect to any of the Worker Adjustment and Retraining Notification Act (or any similar state or local lawCompanies; provided, the “WARN Act”)) that no representation is made as to actions taken by Buyer in connection with or after the Business; or Closing. (iif) a “mass layoff” (Except as defined set forth in the WARN ActSection 3.23(f) of individuals employed at or who primarily provided service the Disclosure Schedule, as of the date hereof, there are no pending or, to the Businessknowledge 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. Schedule 5.9(d) sets forth a true and complete list of reductions in force or layoffs, by location, implemented by the Seller or any of its Subsidiaries in the 90-day period preceding the Closing Date at any location employing any individuals employed by the Business.47

Labor Matters. Except as would not have, individually or in the aggregate, a Seller Material Adverse Effect: (a) Seller Schedule 3.22(a) contains a complete list of all employees of Sellers. The employment of all such employees is not party toterminable at will without any penalty or severance obligation. No unpaid salary, other than for the immediately preceding pay period, is now payable to any officer, director or bound by, employee of any labor agreement, Seller. (b) Schedule 3.22(b) is a complete list of all union agreements or other collective bargaining agreementagreements (“Labor Agreements”) relating to Sellers or their employees. There are no “side letters” or “letters of understanding” applicable to any such Labor Agreements, work rules or practices, or any other labor-related Contract with any labor union, trade union or labor organization. Other than as required by operation of applicable Law, and no employees of Seller such Labor Agreement is represented by any labor union, trade union or labor organization with respect to their employment with Sellercurrently being renegotiated. No labor union, trade union, labor organization or group of employees of Seller has made a pending demand for recognition or certificationbreached any such Labor Agreement, and there are no representation grievances, or certification proceedings requests for arbitration pending, or petitions seeking to the knowledge of Sellers or Shareholder, threatened under any such Labor Agreement that could have a representation proceeding presently material adverse effect upon Sellers or the Business. There are no strikes, disputes, controversies, slowdowns, stoppages, boycotts or pickets in progress or pending, or, to the knowledge of Sellers or Shareholder, threatened against or affecting any Seller. No unfair labor practice charge or other employee related complaint against any Seller is pending or, to the knowledge of Sellers or Shareholder, threatened in writing to be brought or filed with before the National Labor Relations Board or any other Governmental Body. To the Knowledge of Seller, there are no organizing activities with respect to any employees of Seller. There has been no actual or, to the Knowledge of Seller, threatened material arbitrations, material grievances, labor disputes, strikes, lockouts, slowdowns or work stoppages against or affecting Seller. Seller is not engaged in, or since December 31, 2016 has engaged in, any unfair labor practice, as defined in the National Labor Relations Act or other applicable Laws. (b) Seller has not received since December 31, 2016 any written notice of intent by any Governmental Body responsible for the enforcement of labor or employment Laws to conduct an investigation relating to Seller and, to the Knowledge of Seller, no such investigation is in progressAuthority. (c) Since December 31There are no charges that have been filed by the U.S. Equal Employment Opportunity Commission or any state Department of Labor or similar state Governmental authority against any Seller, 2016, and no Seller has received notice of the intent of any Governmental Authority to conduct an investigation of any labor or employment matter relating to such Seller. (d) Each Seller has paid in full to its employees all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees through the Closing Date. (e) No Seller is a party to, or otherwise bound by, any conciliation agreement, settlement agreement, arbitration award, consent decree with, or citation by, any Governmental Authority relating to employees or employment practices. (f) Seller is not effectuated (i) a “plant closing” (as defined in the Worker Adjustment party to any Contract with any Governmental Authority and Retraining Notification Act (or any similar state or local law, the “WARN Act”)) in connection with the Business; or (ii) a “mass layoff” (as defined in the WARN Act) of individuals employed at covered by, or who primarily provided service subject to, any Law or Executive Order requiring that Seller adopt or be subject to the Business. Schedule 5.9(d) sets forth a true and complete list of reductions in force or layoffs, by location, implemented by the Seller or any of its Subsidiaries in the 90-day period preceding the Closing Date at any location employing any individuals employed by the Businessaffirmative action plan.

Labor Matters. Except as would not haveset forth in Section 4.18 of the Panmedia Disclosure Schedule, individually or in the aggregate, a Seller Material Adverse Effect: (a) Seller is not party to, or bound by, any labor agreement, collective bargaining agreement, work rules or Panmedia and the Panmedia Subsidiaries are in substantial compliance with all Applicable Laws regarding employment and employment practices, (b) there is no unfair labor practice charge or complaint against Panmedia nor any other labor-related Contract with any labor union, trade union or labor organization. Other than as required by operation of applicable Law, no employees of Seller is represented by any labor union, trade union or labor organization with respect to their employment with Seller. No labor union, trade union, labor organization or group of employees of Seller has made a Panmedia Subsidiary pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with before the National Labor Relations Board nor is there any material grievance nor any material arbitration proceeding arising out of or any other Governmental Body. To the Knowledge of Sellerunder collective bargaining agreements pending or, there are no organizing activities to Panmedia's knowledge, threatened with respect to any employees the businesses of Seller. There has been Panmedia and the Panmedia Subsidiaries, (c) there is no actual labor strike, slowdown, work stoppage or lockout in effect, or, to the Knowledge knowledge of SellerPanmedia, threatened material arbitrations, material grievances, labor disputes, strikes, lockouts, slowdowns or work stoppages against or otherwise affecting Seller. Seller Panmedia or any Panmedia Subsidiary, and Panmedia and the Panmedia Subsidiaries have not experienced any such labor controversy within the past five years, (d) there is not engaged inno material charge or complaint pending or, to Panmedia's knowledge, threatened against Panmedia or any Panmedia Subsidiary before the Equal Employment Opportunity Commission, the Office of Federal Contract Compliance Programs or any similar state, local or foreign agency responsible for the prevention of unlawful employment practices, (e) neither Panmedia nor any Panmedia Subsidiary is a party to, or since December 31, 2016 has engaged inotherwise bound by, any unfair labor consent decree with, or citation by, any Governmental Authority relating to employees or employment practices, (f) Panmedia and the Panmedia Subsidiaries will not have any material liability under any benefit or severance policy, practice, agreement, plan, or program which exists or arises, or may be deemed to exist or arise, under any Applicable Law or otherwise, as defined a result of the transactions contemplated hereunder, (g) neither Panmedia nor any Panmedia Subsidiary is a party to any collective bargaining agreement, and (h) Panmedia and the Panmedia Subsidiaries are in compliance with its obligations pursuant to the National Labor Relations Act WARN Act, and, except as would not have a Panmedia Material Adverse Effect, all other notification and bargaining obligations arising under any collective bargaining agreement, statute or other applicable Laws. (b) Seller otherwise. To the knowledge of Panmedia, neither Panmedia nor any Panmedia Subsidiary has not received since December 31, 2016 any written notice of the intent by of any Governmental Body federal, state, local or foreign agency responsible for the enforcement of labor or employment Laws laws to conduct an investigation of or relating to Seller andPanmedia or any Panmedia Subsidiary, to the Knowledge of Seller, and no such investigation is in progress. (c) Since December 31, 2016, Seller has not effectuated (i) a “plant closing” (as defined in the Worker Adjustment and Retraining Notification Act (or any similar state or local law, the “WARN Act”)) in connection with the Business; or (ii) a “mass layoff” (as defined in the WARN Act) of individuals employed at or who primarily provided service to the Business. Schedule 5.9(d) sets forth a true and complete list of reductions in force or layoffs, by location, implemented by the Seller or any of its Subsidiaries in the 90-day period preceding the Closing Date at any location employing any individuals employed by the Business.

Labor Matters. (a) Schedule 3.11(a) lists the collective bargaining agreements and any other Contracts with a labor union or other labor organization to which the Company or any Company Subsidiary is party or is subject (together with any amendments thereto, each, a “Collective Bargaining Agreement,” and collectively, the “Collective Bargaining Agreements”). The Collective Bargaining Agreements constitute the only collective bargaining agreements and any other material Contracts with a labor union or other labor organization to which the Company or any Company Subsidiary is a party or is subject, and, except as set forth in Schedule 3.11(a), no other such agreement is presently being negotiated. There are no pending petitions or proceedings or, to Seller’s Knowledge, campaigns being conducted to authorize representation of any employees of the Company or any Company Subsidiary by any labor union or other labor organization, and no such petition, proceeding, or campaign has been pending or conducted within the past three (3) years. (b) Except as set forth on Schedule 3.11(b), the Company and each Company Subsidiary (i) is in compliance in all material respects with the Collective Bargaining Agreements, (ii) has no pending or, to Seller’s Knowledge, threatened unfair labor practice charge or complaint, or any other charge or claim against the Company or any Company Subsidiary brought or filed with the National Labor Relations Board, (iii) has no grievance or arbitration proceeding pending against them that arise out of or under any Collective Bargaining Agreement and (iv) is not currently experiencing, has not experienced within the past three (3) years, and have received no current threat of, any strike, work stoppage, slowdown, layoff, lockout, or other material labor dispute, in each case, except as would not have, and would not reasonably be expected to have, individually or in the aggregate, a Seller Material Adverse Effect: (a) Seller is not party to, or bound by, any labor agreement, collective bargaining agreement, work rules or practices, or any other labor-related Contract with any labor union, trade union or labor organization. Other than as required by operation of applicable Law, no employees of Seller is represented by any labor union, trade union or labor organization with respect to their employment with Seller. No labor union, trade union, labor organization or group of employees of Seller has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board or any other Governmental Body. To the Knowledge of Seller, there are no organizing activities with respect to any employees of Seller. There has been no actual or, to the Knowledge of Seller, threatened material arbitrations, material grievances, labor disputes, strikes, lockouts, slowdowns or work stoppages against or affecting Seller. Seller is not engaged in, or since December 31, 2016 has engaged in, any unfair labor practice, as defined in the National Labor Relations Act or other applicable Laws. (b) Seller has not received since December 31, 2016 any written notice of intent by any Governmental Body responsible for the enforcement of labor or employment Laws to conduct an investigation relating to Seller and, to the Knowledge of Seller, no such investigation is in progress. (c) Since December 31Neither the Company nor LDC Holdings has or has ever had any employees. (d) No Action by or on behalf of any employee, 2016prospective employee, Seller has former employee, labor organization or other employee representative is pending or, to Seller’s Knowledge, threatened, against the Company or any Company Subsidiary except as, if adversely decided, would not effectuated (i) have, and would not reasonably be expected to have, individually or in the aggregate, a “plant closing” (as defined Material Adverse Effect. Neither the Company nor any Company Subsidiary is a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices. The Company and each Company Subsidiary is in material compliance with all applicable Laws regarding employment, employment practices and standards, terms and conditions of employment, employee and contractor classification, wages and hours, compensation, benefits, and the termination of employment, including any obligations pursuant to the Worker Adjustment and Retraining Notification Act of 1988 (or any similar state or local law, the “WARN Act”laws)) in connection with the Business; or (ii) a “mass layoff” (as defined in the WARN Act) of individuals employed at or who primarily provided service to the Business. Schedule 5.9(d) sets forth a true and complete list of reductions in force or layoffs, by location, implemented by the Seller or any of its Subsidiaries in the 90-day period preceding the Closing Date at any location employing any individuals employed by the Business.

Labor Matters. Except as would not have, individually or in the aggregate, a Seller Material Adverse Effect: (a) Seller is not party to, or bound by, any No material labor agreement, collective bargaining agreement, work rules or practices, dispute with the employees of the Company or any other labor-related Contract with any labor unionSubsidiary exists or, trade union to Parent’s Knowledge, is threatened, except as described in the Company SEC Documents filed on or labor organization. Other than as required by operation of applicable Law, no employees of Seller is represented by any labor union, trade union or labor organization with respect to their employment with Seller. No labor union, trade union, labor organization or group of employees of Seller has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with before the National Labor Relations Board or any other Governmental Body. date hereof. (b) To the Knowledge of SellerParent, there are no organizing activities union organization campaign is in progress with respect to the Company or any Subsidiary, and no representation question exists or has been raised respecting any of the employees of Seller. the Company or any Subsidiary within the past two years; (c) There has been is no actual unfair labor practice charge or complaint against the Company or any Subsidiary pending, or, to the Knowledge of SellerParent, threatened material arbitrationsthreatened, material grievances, labor disputes, strikes, lockouts, slowdowns or work stoppages against or affecting Seller. Seller is not engaged in, or since December 31, 2016 has engaged in, any unfair labor practice, as defined in before the National Labor Relations Act Board in either case that has or other applicable Laws.would reasonably be expected to have a Material Adverse Effect separately or when aggregated with related proceedings; (bd) Seller Except as disclosed pursuant to Section 3.18, there is no pending or, to the Knowledge of Parent, threatened grievance or arbitration involving an employee of the Company or any Subsidiary that has not received since December 31or would reasonably be expected to have, 2016 if adversely decided, a Material Adverse Effect; (e) Except as disclosed pursuant to Section 3.18, no discrimination charges or complaints with respect to or relating to the Company or any written notice of intent by Subsidiary are pending before the Equal Employment Opportunity Commission or any other similar Governmental Body responsible for the enforcement prevention of labor unlawful employment practices that has or employment Laws would reasonably be expected to conduct an investigation relating have a Material Adverse Effect separately or when aggregated with related proceedings; (f) Except as set forth on Schedule 3.21, neither the Company nor any Subsidiary has closed any plant or facility, effectuated any layoffs of employees or implemented any early retirement, separation or window program within the past two years, nor has the Company or any Subsidiary announced or obligated itself to Seller take any such action or program for the future; and, to (g) Each of the Knowledge of Seller, no such investigation Company and each Subsidiary is in progress. (c) Since December 31, 2016, Seller has not effectuated (i) a “plant closing” (as defined in compliance with its obligations pursuant to the Worker Adjustment and Retraining Notification Act of 1988 (or any similar state or local law, the “WARN ActWARN”)) in connection with the Business; , and all other notification and bargaining obligations arising under any collective bargaining agreement, Law or (ii) a “mass layoff” (as defined in the WARN Act) of individuals employed at or who primarily provided service to the Business. Schedule 5.9(d) sets forth a true and complete list of reductions in force or layoffs, by location, implemented by the Seller or any of its Subsidiaries in the 90-day period preceding the Closing Date at any location employing any individuals employed by the Businessotherwise.

Labor Matters. Except as would not have, individually or in the aggregate, a Seller Material Adverse Effect: (a) Except as set forth on Schedule 5.13(a), neither Seller is not party tonor any of the Subsidiaries, or bound by, any labor agreement, collective bargaining agreement, work rules or practices, or any other labor-related Contract with any labor union, trade union or labor organization. Other than as required by operation of applicable Law, no employees of Seller is represented by any labor union, trade union or labor organization with respect to their employment with Seller. No the Business, is a party to any US or non-US collective bargaining agreement or other labor union, trade union, labor organization union contract (or group is subject to any statutory scheme of employees of Seller has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing similar import) applicable to be brought or filed with the National Labor Relations Board all or any other Governmental Body. To of the Business Employees, nor, to the Knowledge of Seller, are there are no organizing any activities or proceedings of any labor union to organize any Business Employees. (b) Seller and the Subsidiaries are, with respect to any employees the Business, in material compliance with all applicable Laws respecting employment practices, terms and conditions of Selleremployment, management-labor relations and wages and hours which are in effect as of the date of this Agreement. There has been With respect to the operation of the Business, (i) there is no actual material unfair labor practice charge or other employment related complaint pending or, to the Knowledge of Seller, threatened against Seller or any of the Subsidiaries before any Governmental Body, and (ii) there is no material arbitrationsLegal Proceeding brought by or on behalf of any employee, material grievancesprospective employee, former employee, retiree, labor disputes, strikes, lockouts, slowdowns or work stoppages against or affecting Seller. Seller is not engaged in, or since December 31, 2016 has engaged in, any unfair labor practice, as defined in the National Labor Relations Act organization or other applicable Laws. (b) Seller has not received since December 31, 2016 representative of Seller’s or any written notice of intent by any Governmental Body responsible for the enforcement of labor or employment Laws to conduct an investigation relating to Seller andSubsidiaries’ employees pending or, to the Knowledge of Seller, threatened against Seller or any of the Subsidiaries, in each case with respect to the operation of the Business. Neither Seller nor any of the Subsidiaries is a party to or bound by any consent decree with, or citation by, any Governmental Body relating to employees or employment practices of, or in connection with, the Business. Except as set forth on Schedule 5.13(b), there is no such investigation material labor strike, slowdown or work stoppage, lockout or labor disturbance pending or, to the Knowledge of Seller, threatened, nor is in progress. (c) Since December 31there any material grievance currently being asserted, 2016, which involves any Business Employee. Neither Seller nor any of the Subsidiaries has not effectuated experienced any material work stoppage or work slowdown with respect to the operation of the Business at any time since the later of (i) the date that is five (5) years immediately preceding the date of this Agreement and (ii) with respect to a “plant closing” (as defined particular Subsidiary, the date that Seller acquired or formed such Subsidiary. As of the Closing Date, Seller and the Subsidiaries shall have, in all material respects, paid in full to all Business Employees all wages, salaries, commissions, bonuses and benefits due and payable prior to the Closing to such Business Employees. Seller and the Subsidiaries are, and have operated the Business, in material compliance with their respective obligations pursuant to the Worker Adjustment and Retraining Notification Act of 1988 (or any similar state or local law, “the “WARN Act”) and similar applicable foreign, state and local Laws, and all other notification and bargaining obligations arising under any collective bargaining agreement, statute or otherwise. (c) Except to the extent restricted by applicable Law with respect to Business Employees employed by any Subsidiary in Canada (the “Canada Employees”) (in which case Seller shall take reasonable efforts to provide the same or similar information with respect to the Canada Employees in a manner that complies with applicable Law), Schedule 5.13(c) contains a true, correct and complete list of all present regular, leased, temporary and part-time Business Employees who are wholly or predominantly engaged for purposes of conducting, and required in connection with the operation of, the Business; , the facility or other location at which such Business Employees are employed, their current base salary and target bonus, and all stock options and other equity-based compensation awarded to such Business Employees. (iid) a “mass layoff” (as defined in the WARN Act) of individuals employed at or who primarily provided service Except to the Business. extent restricted by applicable Law with respect to the Canada Employees (in which case Seller shall take reasonable efforts to provide the same or similar information with respect to the Canada Employees in a manner that complies with applicable Law), Schedule 5.9(d5.13(d) sets forth contains a true and complete list (by location and title or position of reductions in force or layoffs, by location, implemented by the employment) of all Business Employees of Seller or any Subsidiary who are on long-term disability or are not on active payroll of its Seller or one of the Subsidiaries as of the date hereof. (e) Except as set forth on Schedule 5.13(e), neither Seller nor any of the Subsidiaries has closed any plant or facility, or implemented any early retirement, separation or window program affecting, in whole or in part, Business Employees within the 90-day period preceding past five years, nor has any such party announced any such action or program for the Closing Date at future affecting, in whole or in part, Business Employees. (f) Each of the Transferred Subsidiaries has made all corresponding reserves, in each case to the extent required by GAAP or applicable Law, for payment of seniority premium, severance indemnity and any location employing any individuals employed by other accrued payments and benefits to be paid their respective Business Employees pursuant to applicable Law, which reserves are properly reflected in each of the BusinessTransferred Subsidiaries’ financial statements.

Labor Matters. Except Seller has previously delivered or caused CHP to ------------- deliver to Buyer true, correct and complete copies of all collective bargaining agreements to which Seller or CHP is a party or is subject and which relate to the Purchased Assets. With respect to the ownership or operation of the Purchased Assets, except to the extent set forth in Schedule 4.14 (which matters as would they relate to Seller (but not have, individually or in CHP) shall remain the aggregate, a Seller Material Adverse Effect: sole responsibility of Seller): (a) each of Seller and CHP is not party to, or bound by, any labor agreement, collective bargaining agreement, work rules or in compliance in all material respects with all applicable laws respecting employment and employment practices, or any other labor-related Contract with any labor unionterms and conditions of employment and wages and hours including, trade union or labor organization. Other than as required by operation of applicable Law, no employees of Seller is represented by any labor union, trade union or labor organization with respect to their CHP only, those laws pertaining to withholding requirements for income and other taxes, employment with Seller. No insurance, pay equity, health insurance, workers compensation and statutory pension plans; (b) Seller has not received notice of any unfair labor union, trade unionpractice complaint pending before the National Labor Relations Board or the Ontario Labor Relations Board; (c) there are no labor controversies, labor organization strikes, picketing, lock-outs, boycotts, slowdown, or group stoppage or applications for declaration of successor employer or charges or similar disputes or labor- related proceedings actually pending or to Seller's Knowledge, threatened by any authorized representative of any union or other representative of employees against or affecting Seller or CHP; (d) Seller has not received notice that any representation petition respecting the employees of Seller has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or been filed with the National Labor Relations Board and CHP has not received any suit or notice that any other Governmental Body. To the Knowledge of Seller, there are no organizing activities with respect to any employees of Seller. There similar filing has been made with the Ontario Labor Relations Board; (e) no actual or, to the Knowledge arbitration or grievance proceeding arising out of Seller, threatened material arbitrations, material grievances, labor disputes, strikes, lockouts, slowdowns or under collective bargaining agreements is pending against Seller or CUP; (f) neither Seller nor CUP has experienced any primary work stoppages against or affecting Seller. Seller is not engaged in, or stoppage since at least December 31, 2016 has engaged in, any unfair labor practice, as defined in the National Labor Relations Act or other applicable Laws. 1997; (bg) Seller has not received since December 31any demand letters, 2016 civil rights charges, suits or drafts of suits with respect to claims made by or obligations to, any written notice of intent employee or potential employee; (h) there are no threatened or pending claims, charges, actions, or lawsuits alleging claims against Seller or CHP brought by any Governmental Body responsible for the enforcement of labor employee or potential employee relating in any way to their employment Laws to conduct an investigation relating to Seller and, to the Knowledge of Seller, no such investigation is in progress. (c) Since December 31, 2016, Seller has not effectuated or prospective employment); and (i) a “plant closing” (as defined in the Worker Adjustment all individuals who are performing services and Retraining Notification Act (are or any similar state or local law, the “WARN Act”)) in connection with the Business; or (ii) a “mass layoff” (as defined in the WARN Act) of individuals employed at or who primarily provided service to the Business. Schedule 5.9(d) sets forth a true and complete list of reductions in force or layoffs, were classified by location, implemented by the Seller or any of its Subsidiaries in the 90-day period preceding CHP as "independent contractors" at the Closing Date at any location employing any individuals employed by qualify for such classification; and 6) there are no current or threatened penalty assessments affecting CHP or the Businessemployees of CHP relating to worker compensation benefits and all current assessments relating thereto that are due have been paid to date.

Labor Matters. (i) No collective bargaining agreement is applicable to any employees of Seller. There are not any disputes between Seller and any such employees that could reasonably be expected to materially adversely affect the conduct of its business or any unresolved labor union grievances or unfair labor practice or labor arbitration proceedings pending, or to the knowledge of Seller, threatened, relating to the business of Seller. To the knowledge of Seller, there are not any organizational efforts presently being made or threatened involving any of such employees. Except as would set forth in SCHEDULE 4.2(O) hereto, Seller has not havereceived notice of any claim that Seller has failed to comply with any laws relating to employment, individually including any provisions thereof relating to wages, hours, collective bargaining, the payment of social security and other payroll or in the aggregatesimilar taxes, a Seller Material Adverse Effect: (a) equal employment opportunity, employment discrimi- nation or harassment and employment safety, or that Seller is not party to, liable for any arrears of wages or bound by, any labor agreement, collective bargaining agreement, work rules taxes or penalties for failure to comply with any of the foregoing. Seller has complied in all material respects with all applicable laws affecting employment and employment practices, or any other labor-related Contract with any labor union, trade union or labor organization. Other than as required by operation terms and conditions of applicable Law, no employees of Seller is represented by any labor union, trade union or labor organization employment and wages and hours with respect to their employment with its operation of the Seller. No labor unionExcept as set forth on SCHEDULE 4.2(O), trade unionthere has not been since January 1, labor organization or group of employees of Seller has made a pending demand for recognition or certification, 1996 and there is no labor strike, material dispute, slowdown or stoppage pending or, to the best knowledge of Seller, threatened against or affecting Seller. (ii) There are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or or, to the knowl- edge of the Seller, threatened in writing to be brought or filed with before the National Labor Relations Board or any other Governmental Body. To the Knowledge of Seller, there are no organizing activities with respect to any employees of Seller. Except as set forth in SCHEDULE 4.2(O) hereto, there are no discrimination or harassment charges (relating to sex, age, religion, race, national origin, ethnicity, handicap or veteran status) pending before any federal or state agency or authority against Seller. There has been are no actual orthreats of strikes, to work stoppages or demands for collective bargaining by any union or labor organization against or including Seller, no grievances, disputes or controversies with any union or any other organization of the Knowledge employees of Seller, and no pending or threatened material arbitrationsarbitration proceedings involving an employment grievance, material grievances, labor disputes, strikes, lockouts, slowdowns dispute or work stoppages against or affecting Seller. Seller is not engaged in, or since December 31, 2016 has engaged in, any unfair labor practice, as defined in the National Labor Relations Act or other applicable Lawscontroversy. (b) Seller has not received since December 31, 2016 any written notice of intent by any Governmental Body responsible for the enforcement of labor or employment Laws to conduct an investigation relating to Seller and, to the Knowledge of Seller, no such investigation is in progress. (c) Since December 31, 2016, Seller has not effectuated (i) a “plant closing” (as defined in the Worker Adjustment and Retraining Notification Act (or any similar state or local law, the “WARN Act”)) in connection with the Business; or (ii) a “mass layoff” (as defined in the WARN Act) of individuals employed at or who primarily provided service to the Business. Schedule 5.9(d) sets forth a true and complete list of reductions in force or layoffs, by location, implemented by the Seller or any of its Subsidiaries in the 90-day period preceding the Closing Date at any location employing any individuals employed by the Business.

Labor Matters. Except as would not have, individually or in the aggregate, a Seller Material Adverse Effect: (a) Seller The Company and the Subsidiaries are in compliance in all material respects with all Applicable Laws relating to employment and employment practices, including those relating to hiring, wages, hours, leaves of absence, 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 of the Company, threatened to initiate a Proceeding against the Company or any of its Subsidiaries (i) to the effect that the Company or any of its Subsidiaries has misclassified employees or independent contractors, and the Company and its Subsidiaries have not misclassified, any Person as (A) an independent contractor rather than as an employee or (B) an employee exempt from overtime regulations, or (ii) with respect to a 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 not 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, or otherwise bound by, any labor agreement, collective bargaining agreement, work rules contract or practicesother agreement or understanding with a labor union, works council, employee representative or other labor organization (a "Labor Contract"). Neither the Company nor any other labor-related Contract 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 union, trade union works council, employee representative or other labor organization. Other than as required by operation organization (a "Labor Union") nor is there pending or, to the knowledge of applicable Lawthe Company, no employees of Seller is represented by threatened, any labor unionstrike, trade union slowdown, stoppage, dispute or labor organization with respect to their employment with Seller. No labor union, trade union, labor organization or group of employees of Seller has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with lockout involving the National Labor Relations Board Company or any other Governmental Bodyof its Subsidiaries. To Neither the Knowledge Company nor any of Seller, there are no organizing activities its Subsidiaries has engaged in any unfair labor practice with respect to any employees Persons employed by or otherwise performing services primarily for the Company or any of Seller. There has been its Subsidiaries, and there is no actual unfair labor practice complaint, grievance or other similar Proceeding against the Company or any of its Subsidiaries initiated by or pending before any Governmental Authority or, to the Knowledge knowledge of Sellerthe Company, threatened material arbitrationswith respect to Persons employed by the Company or any of its Subsidiaries. No Labor Union represents or purports 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, material grievances, labor disputes, strikes, lockouts, slowdowns negotiate or work stoppages against bargain with any Labor Union or affecting Seller. Seller is not engaged in, employee or since December 31, 2016 has engaged in, notify any unfair labor practice, as defined Labor Union or employee in connection with the National Labor Relations Act or other applicable Laws. (b) Seller has not received since December 31, 2016 any written notice of intent by any Governmental Body responsible for the enforcement of labor or employment Laws to conduct an investigation relating to Seller and, to the Knowledge of Seller, no such investigation is in progresscontemplated 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 December 31January 1, 20162013, Seller has not effectuated (i) a “plant closing” (as defined in no allegations of harassment, discrimination or retaliation have been made against any director or Executive Officer of the Worker Adjustment and Retraining Notification Act (Company or any similar state or local lawof its Subsidiaries, the “WARN Act”)) in connection with the Business; or (ii) a “mass layoff” (as defined no material allegations of harassment, discrimination or retaliation have been made against Persons engaged in the WARN Act) hiring or supervision of individuals Persons employed at by or who primarily provided service to seeking employment with the Business. Schedule 5.9(d) sets forth a true and complete list of reductions in force or layoffs, by location, implemented by the Seller Company or any of its Subsidiaries (whether as employees or independent contractors) and (iii) neither the Company nor any of its Subsidiaries has entered into any material settlement agreement related to allegations of harassment, discrimination, retaliation or sexual misconduct by an employee, contractor, director, officer or other Representative of the Company or any of its Subsidiaries. (d) Since January 1, 2013, neither the Company nor any of its Subsidiaries has effectuated a plant closing, a mass layoff, mass redundancy or termination on economic grounds, nor has the Company or any of its Subsidiaries engaged in the 90-day period preceding the Closing Date at layoffs or employment terminations sufficient in number to trigger application of any location employing any individuals employed by the BusinessApplicable Law.

Labor Matters. Except 16 of the RMT Parent Disclosure Letter lists, as would not haveof the date of this Agreement, individually or in the aggregate, a Seller Material Adverse Effect: (a) Seller is not party to, or bound by, any labor agreement, each collective bargaining agreement, work rules agreement or practices, or similar labor agreement that is applicable to any other labor-related Contract with any labor union, trade union or labor organization. Other than RMT Parent Employee as required by operation of applicable Law, no employees the date of Seller is represented by any labor union, trade union or labor organization with respect to their employment with Seller. No labor union, trade union, labor organization or group of employees of Seller has made a pending demand for recognition or certificationthis Agreement, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board or any other Governmental Body. To the Knowledge of Sellerits Subsidiaries, there are no organizing activities with respect to any employees of Seller. There has been no actual orincluding Union Employees, to the Knowledge of Seller, threatened material arbitrations, material grievances, labor disputes, strikes, lockouts, slowdowns or work stoppages against or affecting Seller. Seller is not engaged in, or since December 31, 2016 has engaged in, any unfair labor practice, as defined in the National Labor Relations Act or other applicable Laws. (b) Seller has not received since December 31, 2016 any written notice of intent by any Governmental Body responsible for the enforcement of labor or employment Laws to conduct an investigation relating to Seller and, to the Knowledge of Seller, no such investigation is in progress. (c) Since December 31, 2016, Seller has not effectuated (i) a “plant closing” (as defined in the Worker Adjustment and Retraining Notification Act (or any similar state or local law, the “WARN Act”)) in connection with the Business; or (ii) a “mass layoff” (as defined in the WARN Act) of individuals employed at or who primarily provided service to the Business. Schedule 5.9(d) sets forth a true and complete list of reductions in force or layoffs, by location, implemented by the Seller which RMT Parent or any of its Subsidiaries is a party, including arrangements with works councils and other similar employee representative bodies representing any employee of RMT Parent and its Subsidiaries, and according to which RMT Parent and its Subsidiaries will have outstanding rights or obligations on and following the Closing (together with such collective bargaining agreements, the “RMT Parent Union Contracts”). RMT Parent has made available to GPC each RMT Parent Union Contract. As of the date hereof, (a) there are no material strikes or lockouts with respect to any Union Employees pending, or to the RMT Parent’s knowledge, threatened in writing, (b) there is no material union organizing effort pending or, to the knowledge of RMT Parent, threatened in writing against RMT Parent or any of its Subsidiaries, (c) there is no material unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of RMT Parent, threatened in writing affecting RMT Parent or any of its Subsidiaries and (d) there is no material slowdown, or work stoppage in effect or, to the knowledge of RMT Parent, threatened in writing with respect to RMT Parent or any of its Subsidiaries, including any Union Employees. RMT Parent and each of its Subsidiaries conducts, and since January 1, 2015 has conducted, its business, in all material respects, in compliance with all material Applicable Laws with respect to labor relations, employment and employment practices, including occupational safety and health standards. To the knowledge of RMT Parent, as of the date of this Agreement, no employee of RMT Parent or any of its Subsidiaries is in violation of any material term of any employment or nondisclosure agreement, fiduciary duty or restrictive covenant for the benefit of RMT Parent or any of its Subsidiaries or a former employer of any such employee. To the knowledge of RMT Parent, in the 90-day period preceding last five (5) years, no allegations of sexual harassment have been made against (i) any current executive officer of RMT Parent or any of its Subsidiaries or (ii) any current employee of RMT Parent or any of its Subsidiaries at the Closing Date at any location employing any individuals employed by the Businesslevel of Senior Vice President or above.

Labor Matters. Except as would not have, individually or in the aggregate, a Seller Material Adverse Effect: (a) Seller Neither the Company nor any of its Subsidiaries is not a party toto any collective bargaining or other labor union contract applicable to persons employed by the Company or any of its Subsidiaries, no collective bargaining agreement is being negotiated by the Company or bound by, any of its Subsidiaries and the Company has no knowledge of any activities or proceedings of any labor agreementunion to organize any of their respective employees. There is no labor dispute, collective bargaining agreement, strike or work rules or practices, stoppage against the Company or any other labor-related Contract of its Subsidiaries pending or, to the knowledge of the Company, threatened which may interfere with the respective business activities of the Company or any labor unionof its Subsidiaries. (b) Except as disclosed on Schedule 4.18, trade union or labor organization. Other than as required by operation of applicable Law, no employees of Seller is represented by any labor union, trade union or labor organization with respect to their employment with Seller. No labor union, trade union, labor organization or group of employees of Seller has made a pending demand for recognition or certification, and there are no representation complaints, charges or certification proceedings or petitions seeking a representation proceeding presently claims against the Company pending or or, to the Company's knowledge, threatened in writing to be brought or filed with the National Labor Relations Board or any other Governmental Body. To the Knowledge of Seller, there are no organizing activities with respect to any employees of Seller. There has been no actual or, to the Knowledge of Seller, threatened material arbitrations, material grievances, labor disputes, strikes, lockouts, slowdowns or work stoppages against or affecting Seller. Seller is not engaged in, or since December 31, 2016 has engaged in, any unfair labor practice, as defined in the National Labor Relations Act or other applicable Laws. (b) Seller has not received since December 31, 2016 any written notice of intent by any Governmental Body responsible for based on, arising out of, in connection with, or otherwise relating to, the enforcement employment or termination of labor or employment Laws to conduct an investigation relating to Seller and, to of any Company Employee (as defined below) by the Knowledge of Seller, no such investigation is in progressCompany. (c) Since December 31, 2016, Seller has not effectuated (i) a “plant closing” (as defined The Company is in material compliance with the Worker provisions of the Occupational Safety and Health Act and Workers Adjustment and Retraining Notification Act (or any similar state or local law"WARN"), the “WARN Act”)) in connection and with the Business; or (ii) a “mass layoff” (as defined in the WARN Act) of individuals employed at or who primarily provided service respect to the Business. Company Employees, all other federal, state and local laws, regulations and orders relating to wages, hours, collective bargaining, discrimination, harassment, civil rights, safety and health and workers' compensation. (d) Schedule 5.9(d4.18(d) sets forth a true list containing the name, position and complete date of employment of each employee recorded on the Company's payroll records as of June 9, 1999 (a "COMPANY EMPLOYEE"). A list of reductions in force setting forth each Company Employee's current base salary or layoffswage rate, by locationincluding without limitation commission or bonus or incentive compensation schedule, implemented has been delivered to the Parent by the Seller or Company. (e) Neither the Company nor any of its Subsidiaries is a party to any severance contract, salary continuation agreement or change of control agreement or other similar contract or any other contract providing for the payment of severance or benefits to any current or former Company Employee upon termination or a change of control, other than those set forth in Schedule 4.11(a), Schedule 4.11(m) and Schedule 4.11(n) and other than the 90-day period preceding agreements executed by or policies provided to employees generally, copies of which have been delivered to the Closing Date at any location employing any individuals employed by the BusinessParent and Acquisition.

Labor Matters. Except as would not have, individually or in the aggregate, a Seller Material Adverse Effect: (a) Seller is not a party to, or bound by, to any labor agreement, collective bargaining agreement, work rules agreement or practices, or any other labor-related Contract with any labor union, trade union or labor organization. Other than as required contract applicable to persons employed by operation of applicable Law, no employees of Seller is represented by any labor union, trade union or labor organization with respect to their employment with Seller. No labor union, trade union, labor organization or group of employees of Seller has made a pending demand for recognition or certification, and currently there are no representation organizational campaigns, petitions or certification proceedings or petitions other unionization activities seeking recognition of a representation proceeding presently collective bargaining unit that could affect Seller. (b) There are no unfair labor practice complaints pending or threatened in writing to be brought or filed with against Seller before the National Labor Relations Board or any other Governmental Body. To the Knowledge of Seller, there are no organizing activities with respect to any employees of Seller. There has been no actual or, to the Knowledge of Seller, threatened material arbitrations, material grievances, labor disputes, strikes, lockouts, slowdowns or work stoppages against or affecting Seller. Seller is not engaged in, or since December 31, 2016 has engaged in, any unfair labor practice, as defined in the National Labor Relations Act or other applicable Laws. (b) Seller has not received since December 31, 2016 any written notice of intent by any Governmental Body responsible for the enforcement of labor or employment Laws to conduct an investigation relating to Seller and, to the Knowledge of Seller, no such investigation is in progress. (c) Since December 31Seller is currently in compliance with all applicable Laws relating to the employment of labor, 2016including those related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums as required by the appropriate Governmental Body and has withheld and paid to the appropriate Governmental Body or is holding for payment not yet due to such Governmental Body all amounts required to be withheld from employees of the Seller and is not liable for any arrears of wages, Taxes, penalties or other sums for failure to comply with any of the foregoing. (d) Seller has paid in full to all its 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. (e) There is no Claim with respect to payment of wages, salary or overtime pay that has been asserted or is now pending or threatened before any Governmental Body with respect to any Persons currently or formerly employed by Seller. (f) Seller is not effectuated a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body relating to employees or employment practices. (ig) There is no charge or proceeding with respect to a “plant closing” violation of any occupational safety or health standard that has been asserted or is now pending or threatened with respect to Seller. (as defined h) 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 or is now pending or threatened before the Worker Adjustment and Retraining Notification Act (United States Equal Employment Opportunity Commission, or any similar state other Governmental Body in any jurisdiction in which Seller has employed or local law, the “WARN Act”)) in connection with the Business; or (ii) a “mass layoff” (as defined in the WARN Act) of individuals employed at or who primarily provided service to the Business. Schedule 5.9(d) sets forth a true and complete list of reductions in force or layoffs, by location, implemented by the Seller or currently employs any of its Subsidiaries in the 90-day period preceding the Closing Date at any location employing any individuals employed by the BusinessPerson.

Labor Matters. (a) Except as would set forth in Section 5.20 of the Disclosure Schedules, the Seller is not havea party to any outstanding employment, consulting or change in control agreements or other Contracts with officers or employees of the Seller that are not terminable on less than thirty (30) days’ notice without payment of compensation beyond what is owed for services performed through the date of termination. Except as set forth in Section 5.20 of the Disclosure Schedules, 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 the Seller (other than as required by law). The Seller is not a party to any collective bargaining agreement or other labor union contract applicable to employees of the Seller nor, within the last three years have there been any organizational activities with respect to the employees not covered by a collective bargaining agreement nor does any of the Seller know of any pending or threatened activities or proceedings of any labor union to organize any such employees. The Seller has made available to the Buyer copies of all such agreements, and all such agreements listed on Section 5.20 of the Seller Disclosure Schedules. (b) The Seller is in compliance with all applicable laws relating to employment and employment practices, wages, hours, and terms and conditions of employment except for any such breach, default or non-compliance as which, individually or in the aggregate, would not have a Seller Material Adverse Effect: (a) Seller . There is not party to, no unfair labor practice charge or bound by, any labor agreement, collective bargaining agreement, work rules or practices, or any other labor-related Contract with any labor union, trade union or labor organization. Other than as required by operation of applicable Law, no employees of Seller is represented by any labor union, trade union or labor organization with respect to their employment with Seller. No labor union, trade union, labor organization or group of employees of Seller has made a complaint pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with before the National Labor Relations Board (“NLRB”) or the Department of Labor for any other Governmental Body. To state in which the Knowledge of SellerSeller currently has or at one time had employees, there are no organizing activities with respect to any employees of Seller. There has been no actual or, to the Knowledge of the Constituent Companies , threatened, against the Seller brought by or on behalf of the Seller’s current or former employees or any current or former collective bargaining unit representing any current or former employees of the Seller. There is no labor strike, slowdown, work stoppage or lockout, pending or, to the Knowledge of the Constituent Companies, threatened material arbitrations, material grievances, labor disputes, strikes, lockouts, slowdowns or work stoppages against or affecting Seller. the Seller is , and the Seller has not engaged inexperienced any strike, slow down or since December 31work stoppage, 2016 has engaged in, any unfair labor practice, as defined in the National Labor Relations Act lockout or other applicable Laws. (b) collective labor action. There is no representation claim or petition pending before the NLRB or any similar foreign agency and no question concerning representation exists relating to the employees of the Seller . There are no charges with respect to or relating to the Seller pending before the Equal Employment Opportunity Commission or any state, local or foreign agency responsible for the prevention of unlawful employment practices. To the Knowledge of the Constituent Companies, the Seller has not received since December 31, 2016 any written notice of intent by from any Governmental Body federal, state, local or foreign agency responsible for the enforcement of labor or employment Laws laws of an intention to conduct an investigation relating to of the Seller and, to the Knowledge of Seller, and no such investigation is in progress. (c) Since December 31, 2016, All employees of the Seller has not effectuated (i) a “plant closing” (as defined are either United States citizens or resident aliens specifically authorized to engage in employment in the Worker Adjustment and Retraining Notification Act (or any similar state or local law, the “WARN Act”)) United States in connection accordance with the Business; or (ii) a “mass layoff” (as defined in the WARN Act) of individuals employed at or who primarily provided service to the Business. Schedule 5.9(d) sets forth a true and complete list of reductions in force or layoffs, by location, implemented by the Seller or any of its Subsidiaries in the 90-day period preceding the Closing Date at any location employing any individuals employed by the Businessall applicable laws.

Labor Matters. (a) Except as would not haveset forth in Schedule 3.17, individually or in with respect ------------- ------------- to the aggregate, a Seller Material Adverse EffectBusiness: (ai) Seller there is not party tono labor strike, or bound bydispute, any labor agreement, collective bargaining agreementslowdown, work rules stoppage or practices, or any other labor-related Contract with any labor union, trade union or labor organization. Other than as required by operation of applicable Law, no employees of Seller is represented by any labor union, trade union or labor organization with respect to their employment with Seller. No labor union, trade union, labor organization or group of employees of Seller has made a lockout actually pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board or any other Governmental Body. To the Knowledge of Seller, there are no organizing activities with respect to any employees of Seller. There has been no actual or, to the Knowledge of Seller, threatened material arbitrations, material grievances, labor disputes, strikes, lockouts, slowdowns or work stoppages against or affecting Seller. the Business which would reasonably be expected to have a Material Adverse Effect; (ii) Seller is not a party to any collective bargaining agreement with any labor union applicable to Employees; (iii) none of the Employees is represented by any labor union and, to the Knowledge of Seller, no union organizing activities are ongoing with respect to Employees engaged inin the Business; (iv) except as would not reasonably be expected to have a Material Adverse Effect, or since December 31Seller has at all times been in compliance with all applicable laws respecting employment and employment practices, 2016 has terms and conditions of employment, wages, hours of work and occupational safety and health, and is not engaged in, in any unfair labor practice, practices as defined in the National Labor Relations Act or other applicable Laws.law, ordinance or regulation; (bv) except as would not reasonably be expected to have a Material Adverse Effect, there is no unfair labor practice charge or complaint against Seller has pending or, to the Knowledge of Seller, threatened before the National Labor Relations Board or any similar state, local or foreign agency with respect to Employees ; (vi) except as would not received since December 31reasonably be expected to have a Material Adverse Effect, 2016 there is no grievance or arbitration proceeding arising out of any written notice collective bargaining agreement or other grievance procedure relating to Seller; (vii) except as would not reasonably be expected to have a Material Adverse Effect, to the Knowledge of intent by Seller, no charges relating to any Governmental Body Employees or former employee of Seller engaged in the Business are pending before the Equal Employment Opportunity Commission or any other corresponding state, local or foreign agency; (viii) no federal, state, local or foreign agency responsible for the enforcement of labor or employment Laws laws has threatened in writing to conduct an investigation with respect to or relating to Seller and, to the Knowledge of Seller, no such investigation is in progressprogress which would reasonably be expected to have a Material Adverse Effect; (ix) to the Knowledge of Seller, there are no wage and hour claims filed against Seller with the United States Department of Labor or any correspond- ing state, local or foreign agency which would reasonably be expected to have a Material Adverse Effect; (x) there are no pending charges, complaints or citations relating to Seller with respect to Employees which would reasonably be expected to have a Material Adverse Effect and, to the Knowledge of Seller, neither the Occupational Safety and Health Administration nor any corresponding Governmental Entity has threatened to file any charge, complaint or citation; (xi) to the Knowledge of Seller, there is no pending investigation of, or complaint pending against, Seller by the Office of Federal Contract Compliance Programs or any corresponding state, local or foreign agency which would reasonably be expected to have a Material Adverse Effect; (xii) there are no complaints, controversies, lawsuits or other proceedings pending against Seller brought on behalf of any applicant for employment, any Employee or any former Employee of Seller engaged in the Business or classes of the foregoing, alleging breach of any express or implied contract of employment, any law, or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connect on with the employment relationship which would reasonably be expected to have a Material Adverse Effect; and (xiii) neither the execution of this Agreement nor the consummation of the transactions contemplated by this Agreement violates any employment, non-competition, confidentiality or any other contract or agreement with any present or former Employees, contractors, or consultants of Seller which would reasonably be expected to have a Material Adverse Effect. (cb) Since December 31, 2016, None of the Employees or former employees of Seller has not effectuated (i) a “plant closing” (as defined engaged in the Worker Adjustment and Retraining Notification Act (Business at each of the Erlanger, Kentucky Distribution Center or any similar state the CAC has suffered or local law, the “WARN Act”)) in connection with the Business; or (ii) a “mass layoff” will suffer an "employment loss" (as defined in the WARN Act) of individuals employed at or who primarily provided service to the Business. Schedule 5.9(d) sets forth a true and complete list of reductions in force or layoffs, by location, implemented by the Seller or any of its Subsidiaries in during the 90-day period preceding prior to the Closing Date at any location employing any individuals employed by the BusinessDate.

Labor Matters. Except as would not have, individually or in the aggregate, a Seller Material Adverse Effect: (a) As of the date hereof, (i) none of the Acquired Entities or any member of the Seller Group with respect to the Business is not a party to or subject to, or bound byis currently negotiating in connection with entering into, any labor agreementCollective Bargaining Agreement, and to Sellers’ Knowledge, in the three (3) year period prior to the date hereof, there has not been any organizational campaign, petition or other unionization activity seeking recognition of a collective bargaining agreement, work rules or practices, or unit related to any other labor-related Contract with any labor union, trade union or labor organization. Other than as required by operation of applicable Law, no employees of Seller is represented by any labor union, trade union or labor organization with respect to their employment with Seller. No labor union, trade union, labor organization or group of employees of Seller has made a pending demand for recognition or certificationBusiness Employee, and (ii) (1) there is no material labor strike, slowdown, stoppage, picketing, interruption of work or lockout pending or, to Sellers’ Knowledge, threatened in writing against any Acquired Entity or the Business and (2) there are no representation or certification proceedings or petitions seeking a representation proceeding presently unfair labor practice complaints pending or or, to Sellers’ Knowledge, threatened in writing to be brought or filed with the National Labor Relations Board or against any other Acquired Entity before any Governmental Body. To the Knowledge of Seller, there are no organizing activities with respect to any employees of Seller. There has been no actual or, to the Knowledge of Seller, threatened material arbitrations, material grievances, labor disputes, strikes, lockouts, slowdowns or work stoppages against or affecting Seller. Seller is not engaged in, or since December 31, 2016 has engaged in, any unfair labor practice, as defined in the National Labor Relations Act or other applicable LawsAuthority. (b) Section 3.12(b) of the Disclosure Schedule lists each Business Employee, setting forth for each such Person as of the Closing Date: name or employee identification number, title, work location, employer, annual salary or hourly rate (or other compensation rate, as applicable), commission, bonus or other incentive-based compensation, vacation or paid time off accrual, hire date and designation as either exempt or non-exempt from the minimum wage and overtime requirements of the Fair Labor Standards Act and applicable state Laws. Except as set forth in Section 3.12(b) of the Disclosure Schedule no current officer or key employee of the Acquired Entities or the Seller Group with respect to the Business has not received since December 31given written or, 2016 any written to Sellers’ Knowledge, oral notice of his or her intent by any Governmental Body responsible for the enforcement of labor or employment Laws to conduct an investigation relating to Seller and, to the Knowledge of Seller, no terminate such investigation is in progressemployment. (c) Since December 31, 2016, Seller has There have not effectuated (i) a been any “plant closingemployment losses” (as defined in within the meaning of the Worker Adjustment and Retraining Notification Act of 1988, as amended (or any similar state or local law, the “WARN Act”)) in connection within the past six (6) months impacting the Business Employees. The Acquired Entities and the members of the Seller Group with respect to the Business; or (ii) a Business have not implemented any “mass layoff” or “plant closing” (as those terms are defined by the WARN Act or any similar applicable state Law) in the WARN Actpast three (3) years, nor is any such action currently planned. (d) There are no written or, to Sellers’ Knowledge, oral internal complaints or reports by any current or former employee, consultant, or independent contractor alleging violations of individuals employed at the anti-harassment or who primarily provided service equal employment opportunity policies of the Acquired Entities or the Business by any Business Employees that are pending or under investigation, nor have there been any such written or, to Sellers’ Knowledge, oral complaints or reports, or settlements related to any such complaints or reports, in the past three (3) years. (e) All Business Employees are working in the United States in compliance in all material respects with all applicable Laws related to immigration and naturalization. (f) The Acquired Entities and the Seller Group with respect to the Business. Schedule 5.9(dBusiness Employees and the Business are and have been at all times during the past three (3) sets forth a true years in compliance in all material respects with all applicable Laws respecting employment, employment practices, terms and complete list conditions of reductions in force employment, applicant and employee background checks, immigration and verification of employment eligibility (including Form I-9 and E-Verify requirements), discrimination and retaliation, employee leave, classification of workers as employees and independent contractors, classification of employees as exempt or layoffsnon-exempt under applicable wage and hour Laws, by locationprivacy, implemented employee representation, employee safety and health, overtime, wages and hours, collective negotiations, working time, social security, lending of personnel, temporary and fixed term employment, fair employment practices, reasonable accommodation, disability rights or benefits, payment of compensation, child labor, hiring, promotion and termination of employees, meal and break periods, plant closings or mass layoffs as defined by the Seller WARN Act or any similar state statute, workers’ compensation, the withholding of its Subsidiaries payroll Taxes and contract termination. There are no material Claims pending or, to the Sellers’ Knowledge, threatened against the Acquired Entities or any member of the Seller Group with respect to the Business related to any of the matters described in the 90-day period preceding previous sentence, nor have there been any such material Claims pending or, to the Closing Date at Sellers’ Knowledge, threatened against the Acquired Entities or any location employing any individuals employed by member of the BusinessSeller Group with respect to the business in the past three (3) years.

Labor Matters. Except as (a) Schedule 4.12(a) of the APTI Disclosure Letter lists each of the collective bargaining or other labor union contracts applicable to any employee of APTI or any of its Subsidiaries to which APTI or any of its Subsidiaries is a party or is otherwise subject (the “APTI Bargaining Agreements”). To APTI’s knowledge, APTI and each of its Subsidiaries are in material compliance with the APTI Bargaining Agreements. As of the date of this Agreement, there is no pending or, to APTI’s knowledge, threatened labor dispute, strike, or work stoppage against APTI or any of its Subsidiaries that that would not have, individually or in the aggregate, a Seller an APTI Material Adverse Effect: (a) Seller is not party to, or bound by, any labor agreement, collective bargaining agreement, work rules or practices, or any other labor-related Contract with any labor union, trade union or labor organization. Other than as required by operation of applicable Law, no employees of Seller is represented by any labor union, trade union or labor organization with respect to their employment with Seller. No labor union, trade union, labor organization or group of employees of Seller has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board or any other Governmental Body. To the Knowledge of Seller, there are no organizing activities with respect to any employees of Seller. There has been no actual or, to the Knowledge of Seller, threatened material arbitrations, material grievances, labor disputes, strikes, lockouts, slowdowns or work stoppages against or affecting Seller. Seller is not engaged in, or since December 31, 2016 has engaged in, any unfair labor practice, as defined in the National Labor Relations Act or other applicable Laws. (b) Seller APTI has not received since December 31provided CCHI with true, 2016 complete and correct copies of any written notice APTI Bargaining Agreements, including any amendments thereto. There are no “employee pension benefit plans” (as defined in Section 3(2) of intent ERISA), “employee welfare benefit plans” (as defined in Section 3(l) of ERISA), or other programs, plans or arrangements, maintained in whole or in part, contributed to, or required to be contributed to, in whole or in part, by APTI or any Governmental Body responsible for the enforcement of labor or employment Laws to conduct an investigation its Subsidiaries relating to Seller and, the employees represented by the APTI Bargaining Agreements other than as disclosed to the Knowledge of Seller, no such investigation is in progressCCHI. (c) Since December 31To the knowledge of APTI, 2016, Seller has not effectuated (i) a “plant closing” (as defined all employees of APTI and its Subsidiaries are lawfully authorized to work in the Worker Adjustment and Retraining Notification Act (or any similar state or local law, the “WARN Act”)) United States according to applicable immigration laws. APTI is in connection compliance in all material respects with the Business; or (ii) a “mass layoff” (as defined in the WARN Act) of individuals employed at or who primarily provided service all applicable laws relating to the Business. Schedule 5.9(ddocumentation and record keeping of its employees’ work authorization status. (d) sets forth a true and complete list No employee of reductions in force or layoffs, by location, implemented by the Seller APTI or any of its Subsidiaries is subject or a party to any employment, severance retention, or other contract, and each employee of APTI and its Subsidiaries is an employee at will. (e) APTI and its Subsidiaries are, and have been since January 1, 2007, in the 90-day period preceding the Closing Date at any location employing any individuals employed by the Businesscompliance in all material respects with all applicable laws and regulations regarding labor and employment practices.

Labor Matters. Except as would not have, individually or in the aggregate, a Seller Material Adverse Effect: (a) Seller is not party toXtend and its Subsidiaries are in compliance in all material respects with all currently applicable laws and regulations respecting employment, or bound bydiscrimination in employment, any labor agreement, collective bargaining agreement, work rules or terms and conditions of employment and wages and hours and occupational safety and health and employment practices, or and are not engaged in any other labor-related Contract unfair labor practice. Xtend and each of its Subsidiaries has complied in all material aspects with any labor union, trade union or labor organization. Other than as required by operation all applicable provisions of applicable Law, the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") and has no employees of Seller is represented by any labor union, trade union or labor organization with respect to their employment with Seller. No labor union, trade union, labor organization or group of employees of Seller has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board or any other Governmental Body. To the Knowledge of Seller, there are no organizing activities material obligations with respect to any former employees or qualifying beneficiaries thereunder. Neither Xtend nor any of its Subsidiaries has received any notice from any Governmental Entity, and there has not been asserted before any Governmental Entity, any claim, action or proceeding to which Xtend or any of its Subsidiaries is a party or involving Xtend or any of its Subsidiaries, and there is neither pending nor, to Xtend's knowledge, threatened any investigation or hearing concerning Xtend or any of its Subsidiaries arising out of or based upon any such laws, regulations or practices. Except as is not material to Xtend's Business, neither Xtend nor any Xtend Subsidiary has given to or received from, or anticipates giving to or receiving from, any employee of Xtend or any Xtend Subsidiary notice of termination of employment. The Xtend Disclosure Schedule sets forth the terms pursuant to which all amounts may be payable (whether currently or in the future) to current or former officers, directors, or employees of Seller. There has been no actual or, to Xtend or any Xtend Subsidiary as a result of or in connection with the Knowledge of Seller, threatened material arbitrations, material grievances, labor disputes, strikes, lockouts, slowdowns or work stoppages against or affecting Seller. Seller is not engaged in, or since December 31, 2016 has engaged in, any unfair labor practice, as defined in the National Labor Relations Act or other applicable LawsAsset Purchase. (b) Seller has not received since December 31Neither Xtend nor any Xtend Subsidiary is a party to any labor agreement with respect to its employees with any labor organization, 2016 union, group or association and there are no employee unions (nor any written notice of intent by any Governmental Body responsible for the enforcement of other similar labor or employment Laws employee organizations) under local statutes, custom or practice. Neither Xtend nor any Xtend Subsidiary has experienced any attempt by organized labor or its representatives to conduct an investigation make Xtend conform to demands of organized labor relating to Seller and, its employees or to enter into a binding agreement with organized labor that would cover the Knowledge employees of Seller, no such investigation is in progress. (c) Since December 31, 2016, Seller has not effectuated (i) a “plant closing” (as defined in the Worker Adjustment and Retraining Notification Act (Xtend or any similar state Xtend Subsidiary. To Xtend's knowledge, there is no labor strike or local law, the “WARN Act”)) in connection with the Business; labor disturbance pending or (ii) threatened against Xtend nor is any grievance currently being asserted. Neither Xtend nor any Xtend Subsidiary has experienced a “mass layoff” (as defined in the WARN Act) of individuals employed at work stoppage or who primarily provided service to the Business. Schedule 5.9(d) sets forth a true and complete list of reductions in force or layoffs, by location, implemented by the Seller or any of its Subsidiaries in the 90-day period preceding the Closing Date at any location employing any individuals employed by the Businessother labor difficulty.

Labor Matters. Except as would not have, individually or in the aggregate, a Seller Material Adverse Effect: (a) Seller is not party toThe Business Subsidiaries are, and since January 1, 2016, have been, in compliance in all material respects with all applicable Laws relating to employment and employment practices, including all Laws respecting terms and conditions of employment, health and safety, wages and hours, immigration, employment discrimination, disability rights or bound bybenefits, any equal opportunity, plant closures and layoffs, worker classification, affirmative action, workers’ compensation, employment of foreign citizens, labor agreementrelations, collective bargaining, employee leave issues and unemployment insurance, in every case as it relates to the Business Employees, and to the Knowledge of Seller there are no Actions threatened against the Business Subsidiaries alleging any material violations of such Laws. (b) Except as disclosed in Section 3.13(b) of the Disclosure Schedules, none of the Business Subsidiaries is a party to or otherwise bound by any collective bargaining agreement, work rules agreement or practices, other labor or any other labor-related Contract with any labor union, trade union or labor organization. Other than as required by operation of works council contract applicable Lawto Business Employees and, no employees of Seller is represented by any labor union, trade union or labor organization with respect to their employment with Seller. No labor union, trade union, labor organization or group of employees of Seller has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board or any other Governmental Body. To the Knowledge of Seller, there are not any activities or proceedings of any labor union to organize any such Business Employees. Additionally, (i) there is no organizing activities with respect unfair labor practice charge or complaint pending before any applicable Governmental Authority relating to any employees of Seller. There has been the Business Subsidiaries or any Business Employee or any other individual service provider thereof; (ii) there is no actual labor strike, material slowdown or material work stoppage or lockout pending or, to the Knowledge of Seller, threatened material arbitrations, material grievances, labor disputes, strikes, lockouts, slowdowns or work stoppages against or affecting Seller. Seller is not engaged inany of the Business Subsidiaries, and none of the Business Subsidiaries has experienced any strike, material slowdown or material work stoppage, or since December 31, 2016 has engaged in, lockout by or with respect to its Business Employees; (iii) there is no representation claim or petition pending before any unfair labor practice, as defined in applicable Governmental Authority; and (iv) there are no charges with respect to or relating to the National Labor Relations Act or other Business Subsidiaries pending before any applicable Laws. (b) Seller has not received since December 31, 2016 any written notice of intent by any Governmental Body Authority responsible for the enforcement prevention of unfair labor practices. Prior to the date of this Agreement, 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 employment Laws trade union, works council, employee forum or other employee representative body recognized by any of the Business Subsidiaries for collective consultation purposes in relation to conduct an investigation relating to Seller andany Business Employee, to in connection with the Knowledge execution of Seller, no such investigation is in progressthis Agreement or the Transactions. (c) Since December 31, 2016, Seller None of the Business Subsidiaries has not effectuated (i) a “plant closing” (as defined in the Worker Adjustment and Retraining Notification Act (or any similar state or local law, the “WARN Act”)) in connection with the Business; or (ii) a “mass layoff” (as defined in the WARN United States Worker Adjustment and Retraining Notification Act, or any similar Law) or taken any other action that would trigger notice or liability under any state, local or foreign plant closing notice Law. Each of individuals employed at the Business Subsidiaries is, and has been, in compliance with the Worker Adjustment Retraining Notification Act of 1988, as amended and each similar state or local Law. (d) Seller has made available to Purchaser a complete and accurate list, as of the date of this Agreement, of all employees of the Business Subsidiaries and any employee of LiveRamp and its Subsidiaries who primarily provided service has been designated an AMS Employee and will be transferred to any Business Subsidiary pursuant to the Business. Schedule 5.9(dContribution Agreement (collectively, the “Business Employees”), along with their (i) sets forth a true job title and complete list date of reductions in force or layoffshire, by (ii) legal residence and location, implemented (iii) salary or current wages, (iv) target and maximum cash incentive opportunity and (v) employment status (i.e., exempt v. non-exempt and active or inactive, including basis of inactive status); provided that such information regarding all Non-U.S. Employees will be provided in accordance with applicable data privacy Laws, including but not limited to the GDPR, in a form that is agreed upon between Seller and Purchaser, and is consistent with such Laws, such as limiting the transfer of personally-identifiable data, providing certain information in an aggregated and/or anonymized manner, and any data transfer shall be pursuant to a data transfer agreement or similar form of agreement between Seller and Purchaser, and subject to any notification requirements to such Non-U.S. Employees as required by Law. Such list will be updated by Seller at least three (3) Business Days prior to the Closing Date to reflect any terminations and new hires and reallocations consented to by Purchaser pursuant to Section 6.19(a) between the date hereof and the Closing Date. Seller agrees to update the above-referenced list within thirty (30) days following the signing of this Agreement, and subject to the above proviso regarding Non-U.S. Employees, to add the following information regarding the Business Employees: (i) their reporting lines, (ii) their years of credited service, (iii) their 2017 incentive compensation, and (iv) any applicable severance opportunity. To the Knowledge of Seller, the services provided by the Business Employees as of the date hereof, together with the services required to be provided pursuant to the Intercompany Agreements and other Transaction Documents, constitute all of the services reasonably required to operate the Business in substantially the same manner as operated by the Seller and its Subsidiaries during the twelve (12) months prior to the Transactions. (e) None of the Business Subsidiaries are delinquent in payment to any of their current or former directors, officers, employees, consultants or other service providers for any wages, fees, salaries, commissions, bonuses, or other direct compensation for service performed by them or amounts required to be reimbursed to such directors, officers, employees, consultants and other service providers or in payments owned upon any termination of such person’s employment or service. (f) To the Knowledge of Seller, no Business Employee or individual independent contractor of any of the Business Subsidiaries is bound by any contract (including licenses, covenants or commitments of any nature) or subject to any judgment, decree or order of any Governmental Authority that would materially interfere with the use of such Person’s best efforts to promote the interests of the Business Subsidiaries or that would materially conflict with the Business Subsidiaries’ business as currently conducted. (g) All submissions of petitions to the United States Citizenship and Immigration Services requesting the grant of employment-based non-immigrant and immigrant visa benefits on behalf of Alien Employees were accurate in all material respects and otherwise compliant with all applicable Laws and none of Seller, the Business Subsidiaries or any of its Subsidiaries their respective Affiliates has or could reasonably expected to have any Liability in the 90-day period preceding the Closing Date at respect of any location employing any individuals employed by the Businesssuch submission.

Labor Matters. Except as would not haveto the extent set forth in Schedule 4.14, individually or in the aggregate, a Seller Material Adverse Effect: (a) there is no unfair labor practice charge, complaint or decision against Seller is not party to, pending before or bound by, any labor agreement, collective bargaining agreement, work rules or practices, or any other labor-related Contract with any labor union, trade union or labor organization. Other than as required issued by operation of applicable Law, no employees of Seller is represented by any labor union, trade union or labor organization with respect to their employment with Seller. No labor union, trade union, labor organization or group of employees of Seller has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board or any other Governmental Body. To the Knowledge of Sellerfederal agency, authority or tribunal; (b) there are is no organizing activities with respect to any employees of Seller. There has been no actual labor strike, dispute, slowdown, lockout or stoppage pending or, to the Knowledge of Seller’s Knowledge, threatened material arbitrations, material grievances, labor disputes, strikes, lockouts, slowdowns or work stoppages against or affecting Seller. Seller and Seller has not experienced any such labor controversy within the last five years; (c) Seller is not engaged in, a party to any collective bargaining agreement or since December 31, 2016 has engaged in, contract with any unfair labor practice, as defined in the National Labor Relations Act or other applicable Laws. (b) Seller has not received since December 31, 2016 any written notice of intent by any Governmental Body responsible for the enforcement of labor or employment Laws to conduct an investigation relating to Seller union and, to the Knowledge of Seller, no such investigation union representation question has been raised by the employees of Seller; (d) no grievance nor any arbitration proceeding arising out of or under any collective bargaining agreement is in progress. pending; (ce) Since December 31no event has occurred, 2016and Seller will not take any action prior to the Closing, Seller has not effectuated (i) a “plant closing” (as defined in which would require notification after the date hereof to employees under the Worker Adjustment and Retraining Notification Act of 1988 and the regulations promulgated thereunder or which would require notification under any collective bargaining agreement or law; (or any similar state or local law, the “WARN Act”)f) in connection with the Business; or (ii) a “mass layoff” (as defined in the WARN Act) of individuals employed at or who primarily provided service to the Business. Schedule 5.9(d) sets forth a true there is no other controversy pending between Seller and complete list of reductions in force or layoffs, by location, implemented by the Seller or any of its Subsidiaries employees, including, without limitation, claims arising under any local, state or federal labor and employment laws; (g) Seller has no obligation to continue the employment of any employee or the funding of any employee benefits who or which is the subject or beneficiary of any collective bargaining agreement in the 90-day period preceding event of termination of any contract for the Closing Date at provision of goods or services in the geographic area related to such collective bargaining agreement; (h) except as set forth in the Contracts, Seller is not a party to any location employing written employment or consulting contract or agreement with any individuals employed Person nor are any such contracts or agreements presently being negotiated; (i) to the Knowledge of Seller, there are no campaigns being conducted to solicit cards from any employees or election petitions pending with respect to Seller to authorize representation by any labor organization; (j) Seller is not a party to, or otherwise bound by, any consent decree with, or citation by, any government agency relating to employees or employment practices; (k) Seller has complied with all provisions of applicable laws or regulations pertaining to the Businessemployment of employees and access to facilities, including without limitation, relating to labor relations, equal employment, fair employment practices, entitlements, prohibited discrimination or other similar employment practices or acts, and (l) to Seller’s knowledge, other than the employees listed on Schedule 4.14, no key employee intends to terminate employment with Seller or is otherwise likely to become unavailable to continue as a key employee, nor does Seller have a present intention to terminate the employment of any of the foregoing.

Labor Matters. Except as would not have, individually or in the aggregate, a Seller Material Adverse Effect: (a) Seller There is not party tono labor strike, dispute, corporate campaign, slowdown, stoppage or bound bylockout actually pending, any labor agreement, collective bargaining agreement, work rules or practices, or any other labor-related Contract with any labor union, trade union or labor organization. Other than as required by operation of applicable Law, no employees of Seller is represented by any labor union, trade union or labor organization with respect to their employment with Seller. No labor union, trade union, labor organization or group of employees of Seller has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board or any other Governmental Body. To the Knowledge of Seller, there are no organizing activities with respect to any employees of Seller. There has been no actual or, to the Knowledge of Seller, threatened material arbitrations, material grievances, labor disputes, strikes, lockouts, slowdowns or work stoppages against or affecting Seller. Seller and during the past five years there has not been any such action. (b) Seller is not 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 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. (d) To the Knowledge of Seller, 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 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, or since December 31, 2016 has engaged in, in any unfair labor practicepractices, as defined in the National Labor Relations Act or other applicable Applicable Laws. (bf) There is no unfair labor practice charge or complaint against Seller has not received since December 31, 2016 any written notice of intent by any Governmental Body responsible for the enforcement of labor or employment Laws to conduct an investigation relating to Seller andpending or, to the Knowledge of Seller, no such investigation is in progressthreatened before the National Labor Relations Board or any similar state or foreign agency. (cg) Since December 31the enactment of the WARN Act, 2016, Seller has not effectuated (i) neither Parent nor Seller has effectuated a “plant closing” (as defined in the Worker Adjustment and Retraining Notification Act (or any similar state or local law, the “WARN Act”)) in connection with the Business; affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Parent or Seller, (ii) there has not occurred a “mass layoff” (as defined in the WARN Act) affecting any site of individuals employed at employment or who primarily provided service 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 similar state, local or foreign Law or regulation and (iv) none of Parent or Seller’s employees has suffered an “employment loss” (as defined in the WARN Act) during the six-month period prior to the Business. Schedule 5.9(d) sets forth a true and complete list of reductions in force or layoffs, by location, implemented by the Seller or any of its Subsidiaries in the 90-day period preceding the Closing Date at any location employing any individuals employed by the Businessdate hereof.

Labor Matters. Except as would not have, individually or in the aggregate, a Seller Material Adverse Effect: (a) Seller and any Affiliate of Seller and the Mexican Entities are in compliance in all material respects with all Applicable Laws respecting employment and employment practices, terms and conditions of employment, wages and hours, and nondiscrimination in employment, and is not engaged in any unfair labor practice or party toto any employee grievances. Except as set forth in Section 3.11 of the Disclosure Schedule, or bound by, the Seller and any labor agreement, Affiliate of Seller are not a party to any collective bargaining agreementor union contracts or similar agreements. To the Seller’s Knowledge, work rules Seller and any Affiliate of Seller are in compliance with the procedural requirements of the Federal Immigration and Nationality Act. Except as set forth in Section 3.11 of the Disclosure Schedule, (i) there are no pending or, to the Seller’s Knowledge, threatened claims by any current employee or practicesformer union employee against Seller or any Affiliate of Seller other than for compensation and benefits due in the ordinary course of employment, (ii) there are no pending or, to the Seller’s Knowledge, threatened claims against Seller or any Affiliate of Seller arising out of the Collective Bargaining Agreement, or any other labor-related Contract with any labor unionstatute, trade union ordinance, or labor organization. Other than as required by operation of applicable Lawregulation relating to employment practices or occupational or safety and health standards, no employees of Seller is represented by any labor union, trade union or labor organization with respect to their employment with Seller. No labor union, trade union, labor organization or group of employees of Seller has made a pending demand for recognition or certification, and (iii) there are no representation pending or, to the Seller’s Knowledge, threatened labor disputes, grievances, unfair labor practice charges, strikes, or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board work stoppages against Seller or any other Governmental Body. To the Knowledge Affiliate of Seller, and (iv) to the Seller’s Knowledge, except for the Collective Bargaining Agreement, there are no other union organizing activities in process or contemplated with respect to the Business or its employees. Except as set forth in Section 3.11 of the Disclosure Schedule, neither the Seller nor the Mexican Entities have entered into an agreement with any employees Person that states that the transactions contemplated by this Agreement will trigger any post-termination liability or severance obligation owed by the Seller or the Mexican Entities. Except as set forth in Section 3.11 of its Disclosure Schedule, there are no collective bargaining units with respect to the Seller or the Business that have been certified or recognized by Seller or any Affiliate of Seller. There has been no actual orSection 3.11 of the Disclosure Schedule also identifies as of the Closing Date, to all employees of Seller or any Affiliate of Seller on leave of absence as of the Knowledge of Seller, threatened material arbitrations, material grievances, labor disputes, strikes, lockouts, slowdowns or work stoppages against or affecting Seller. Seller is not engaged in, or since December 31, 2016 has engaged in, any unfair labor practice, as defined in the National Labor Relations Act or other applicable LawsClosing Date. (b) Seller All Mexican employees of the Business are employed by RSC Mexican and RST Mexican has no employees at all and RSC Mexican is now, and at all times since January 1, 2012 has been, in compliance with all Mexican labor and employment Applicable Laws and has not received since December 31, 2016 any written notice notice, report or other information regarding any actual or alleged violation of intent by any Governmental Body responsible labor and employment Applicable Laws, including those related to the Mexican Institute of Social Security (Instituto Mexicano del Seguro Social) (“IMSS”), the Institute for the enforcement National Fund of labor Housing for Employees (Instituto del Fondo Nacional de la Vivienda para los Trabajadores) (“INFONAVIT”), and the System of Savings for Retirement (Sistema de Ahorro para el Retiro) (“SAR”) that may result in the imposition of a liability, fine or employment Laws to conduct an investigation relating to Seller and, to penalty against the Knowledge of Seller, no such investigation is in progressMexican Entities. (c) Since December 31, 2016, Seller has not effectuated The Mexican Entities (i) a “plant closing” (as defined are now, and at all times since January 1, 2012 have been, in the Worker Adjustment compliance with all Applicable Laws related to contractors or service providers, either individuals or entities, and Retraining Notification Act (or any similar state or local law, the “WARN Act”)) in connection with the Business; or (ii) a “mass layoff” have not received any written notice, report or other information regarding any actual or alleged violation of any Applicable Law related with contractors or service providers, either individuals or entities. No contractor or service provider of the Mexican Entities, either individual or entity can be (as defined in A) determined to be an employee of the WARN ActMexican Entities pursuant to Applicable Laws; and (B) of individuals employed at entitled to receive from the Mexican Entities or who primarily provided service to the Business. Schedule 5.9(d) sets forth a true and complete list of reductions in force or layoffs, by location, implemented be credited by the Seller Mexican Entities with any employee-related compensation or benefit, including any Christmas bonus, extra hours, workers’ profit sharing, severance, seniority or any of its Subsidiaries in the 90-day period preceding the Closing Date at any location employing any individuals employed by the BusinessIMSS, INFONAVIT or SAR quota payments.

Labor Matters. Except as would not have, individually or in the aggregate, a Seller Material Adverse Effect: (a) Seller is not party to, or bound by, any labor agreement, collective bargaining agreement, work rules or practices, or any other labor-related Contract with any labor union, trade union or labor organization. Other than Except as required by operation set forth in Section 4.17(a) of applicable Law, no employees of Seller is represented by any labor union, trade union or labor organization with respect to their employment with Seller. No labor union, trade union, labor organization or group of employees of Seller has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board or any other Governmental Body. To the Knowledge of SellerCompany Disclosure Letter, there are no labor or collective bargaining agreements to which the Company is a party. To the knowledge of the Company, there is no union organizing activities with respect to any employees effort pending or threatened against the Company. Except as set forth in Section 4.17(a) of Seller. There has been the Company Disclosure Letter, there is no actual labor strike, labor dispute, work slowdown, stoppage or lockout pending or, to the Knowledge knowledge of Sellerthe Company, threatened material arbitrations, material grievances, labor disputes, strikes, lockouts, slowdowns or work stoppages against or affecting Sellerthe Company, which has had or could reasonably be expected to result in a Material Adverse Effect. Seller Except as set forth in Section 4.17(a) of the Company Disclosure Letter, there is not engaged inno unfair labor practice or labor arbitration proceeding pending or, to the knowledge of the Company, threatened against the Company, that has had or since December 31could reasonably be expected to result in a Material Adverse Effect. The Company is in compliance in all material respects with all applicable laws respecting (i) employment and employment practices, 2016 has engaged in(ii) terms and conditions of employment and wages and hours, any and (iii) unfair labor practice, . Except as defined set forth in Section 4.17(a) of the Company Disclosure Letter or specifically disclosed in the National Labor Relations Act SEC Documents, there is no action, suit, proceeding, inquiry or other investigation pending or, to the knowledge of the Company, threatened against or involving the Company, at law or in equity, alleging a violation of applicable Lawslaws, rules or regulations respecting employment and employment practices, terms and conditions of employment and wages and hours, or unfair labor practice that has had or could reasonably be expected to result in a Material Adverse Effect. (b) Seller has not received since December 31, 2016 any written notice Except as set forth in Section 4.17(b) of intent by any Governmental Body responsible for the enforcement of labor or employment Laws to conduct an investigation relating to Seller and, to the Knowledge of SellerCompany Disclosure Letter, no such investigation grievance or any arbitration proceeding arising out of or under collective bargaining agreements which could reasonably be expected to have a Material Adverse Effect is in progresspending and no claim therefor exists. (c) Since December 31As of the date of this Agreement, 2016, Seller the Company has not effectuated (i) a “plant closing” (as defined in no liabilities under the Worker Adjustment and Retraining Notification Act (or any similar state or local law, the “"WARN Act”)") that has had or could reasonably be expected to result in connection with the Business; or (ii) a “mass layoff” (as defined in the WARN Act) of individuals employed at or who primarily provided service to the Business. Schedule 5.9(d) sets forth a true and complete list of reductions in force or layoffs, by location, implemented by the Seller or any of its Subsidiaries in the 90-day period preceding the Closing Date at any location employing any individuals employed by the BusinessMaterial Adverse Effect.

Labor Matters. Except as would not have, individually or in the aggregate, Neither Seller nor any of its Subsidiaries is a Seller Material Adverse Effect: (a) Seller is not party to, or bound by, to any labor agreement, collective bargaining agreement, work rules or practices, or any other labor-related Contract agreement with any labor union, trade union confederation or labor organization. Other than as required by operation association and there are no discussions, negotiations, demands or proposals that are pending or, to the Knowledge of applicable LawSeller, no employees of Seller is represented threatened, or have been conducted or made with or by any labor union, trade union confederation or labor organization with respect association regarding organizational activities. Except as disclosed in Seller SEC Reports filed prior to their employment with Seller. No labor union, trade union, labor organization or group the date of employees of Seller has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board or any other Governmental Body. To the Knowledge of Sellerthis Agreement, there are no organizing activities with respect to any employees of Seller. There has been no actual material controversies pending or, to the Knowledge of Seller, threatened material arbitrations, material grievances, labor disputes, strikes, lockouts, slowdowns between Seller or work stoppages against or affecting Seller. Seller is not engaged in, or since December 31, 2016 has engaged in, any unfair labor practice, as defined in the National Labor Relations Act or other applicable Laws. (b) Seller has not received since December 31, 2016 of its Subsidiaries and any written notice representatives of intent by any Governmental Body responsible for the enforcement of labor or employment Laws to conduct an investigation relating to Seller its employees and, to the Knowledge of Seller, there are no such investigation is in progress. (c) material organizational efforts presently being made involving any of the now unorganized employees of Seller or any of its Subsidiaries. Since December 31January 1, 20162000, there has been no work stoppage, strike, material dispute or other concerted action by employees of Seller or any of its Subsidiaries. During that period, Seller has not effectuated (i) a “plant closing” (as defined and its Subsidiaries have complied in the Worker Adjustment and Retraining Notification Act (or any similar state or local law, the “WARN Act”)) in connection all material respects with the Business; or (ii) a “mass layoff” (as defined in the WARN Act) of individuals employed at or who primarily provided service all applicable Laws relating to the Businessemployment of labor, including, without limitation those relating to wages, hours and collective bargaining. Schedule 5.9(d) sets forth a true and complete list There is no pending, or to the Knowledge of reductions in force Seller, threatened action, complaint, arbitration, proceeding or layoffs, by location, implemented by the investigation against Seller or any of its Subsidiaries by or before (or, in the 90-day period preceding case of any threatened matter, that could be brought before ) any court, Governmental Entity, administrative agency, board, commission or arbitrator brought by or on behalf of any prospective, current or former employees of Seller or any of its Subsidiaries which would reasonably be expected to have a Material Adverse Effect on Seller and its Subsidiaries, taken as a whole. Within the Closing Date at past three (3) years, neither Seller nor any location employing of its Subsidiaries has closed any individuals employed by facility, or effectuated any layoffs of employees or implemented any early retirement, separation or similar program, nor has Seller or any of its Subsidiaries planned or announced any such action or program for the Businessfuture.

Labor Matters. Except as would not have, individually Section 3.14 of the Disclosure Schedule contains a true and complete list of all Business Employees who are employed or performing services in the aggregateBusiness on the date hereof, a Seller Material Adverse Effect: (a) the title and rate of compensation of each Business Employee, and the amount of any accrued bonuses, vacation, sick leave, maternity leave and other leave for such personnel as of the third Business Day prior to the Closing Date. The Seller is not party to, or bound by, any labor agreement, collective bargaining agreement, work rules or practices, or any other labor-related Contract with any labor union, trade union or labor organization. Other than as required by operation of applicable Law, no employees of Seller is represented by any labor union, trade union or labor organization with respect to their employment with Seller. No labor union, trade union, labor organization or group of employees of Seller has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board or any other Governmental Body. To the Knowledge of Seller, there are no organizing activities default with respect to any employees withholding or other employment Taxes or payments with respect to accrued vacation or severance pay on behalf of Sellerany employee or independent contractor for which it is obligated on the date hereof, and the Seller will maintain and continue to make all such necessary payments or adjustments arising through the Closing Date, including, without limitation, all salary, bonuses, vacation pay, sick leave and other leave accrued through the Closing Date. There The Seller has been not instituted any "freeze" of, or delayed or deferred the grant of, any cost-of-living or other salary adjustment for any Business Employee. The Seller has not engaged in any unfair labor practice or discriminated on the basis of race, color, religion, sex, national origin, age, disability or handicap in its employment conditions or practices. Within the last 18 months, no actual employee or independent contractor has filed or, to the Knowledge of the Seller, threatened material arbitrationsany claims, material grievancesand there is no reasonable Basis for a claim against the Seller relating to employment or similar matters (including, labor disputeswithout limitation, strikescompensation and benefits) with the Seller. There are not in existence or, lockoutsto the Knowledge of the Seller, slowdowns or threatened any (i) work stoppages respecting employees or independent contractors of the Seller or (ii) unfair labor practice complaints against or affecting the Seller. The Seller is not engaged ina party to any collective bargaining agreement applicable to any Business Employees. No representation question exists respecting the Business Employees and no collective bargaining agreement is currently being negotiated by the Seller covering its employees, nor is any grievance procedure or since December 31, 2016 arbitration proceeding pending under any collective bargaining agreement and no claim therefor has engaged in, any unfair labor practice, as defined in the National Labor Relations Act or other applicable Laws. (b) been asserted. The Seller has not received since December 31notice from any union or the Business Employees setting forth demands for representation, 2016 any written notice elections or for present or future changes in wages, terms of intent by any Governmental Body responsible for employment or working conditions. There have been no audits of the enforcement equal employment opportunity practices of labor or employment Laws to conduct an investigation relating to Seller the Seller, and, to the Knowledge of the Seller, no Basis for such investigation audit exists. The Seller does not have any severance agreement or other arrangement with respect to severance with any Business Employee. To the Knowledge of the Seller, there are no covenants, agreements or restrictions to which the Seller is a party or bound, including but not limited to employee non-compete agreements, prohibiting, limiting or in progress. (c) Since December 31, 2016, Seller has not effectuated (i) a “plant closing” (as defined any way restricting any person listed on Section 3.14 of the Disclosure Schedule from engaging in the Worker Adjustment and Retraining Notification Act (or any similar state or local law, the “WARN Act”)) types of business activity in connection with the Business; or (ii) a “mass layoff” (as defined in the WARN Act) of individuals employed at or who primarily provided service to the Businessany location. Schedule 5.9(d) sets forth a true True and complete list copies of reductions in force or layoffsthe current written personnel policies, by location, implemented by manuals and/or handbooks of the Seller or any of its Subsidiaries in have been made available to NMHC and the 90-day period preceding the Closing Date at any location employing any individuals employed by the BusinessPurchaser.

Labor Matters. Except as would not have, individually or in the aggregate, a Seller Material Adverse Effect: (a) Seller is The Company and the Subsidiaries are not party to, or bound by, parties to any labor agreement, or collective bargaining agreement, work rules or practices, or any other labor-related Contract with any labor union, trade union or labor organization. Other than as required by operation of applicable Law, and no employees of Seller is the Company or any of the Subsidiaries are represented by any labor union, trade union or labor organization with respect to their employment with Sellerorganization. No labor union, trade union, labor organization or group of employees of Seller has made a pending demand for recognition or certification, and there There are no representation or certification proceedings proceedings, or petitions seeking a representation proceeding presently proceeding, pending or or, to the Seller's and Company's knowledge, threatened in writing to be brought or filed with the National Labor Relations Board or any other Governmental Bodylabor relations tribunal or authority. To Within the Knowledge of last twelve months, to the Seller's and Company's knowledge, there are have been no organizing activities with involving the Company or any of the Subsidiaries in respect to of any group of employees of Seller. There has been no actual or, to the Knowledge Company or any of Seller, threatened material arbitrations, material grievances, labor disputes, strikes, lockouts, slowdowns or work stoppages against or affecting Seller. Seller is not engaged in, or since December 31, 2016 has engaged in, any unfair labor practice, as defined in the National Labor Relations Act or other applicable LawsSubsidiaries. (b) Seller has not received since December 31There are no unfair labor practice charges, 2016 any written notice of intent by any Governmental Body responsible for the enforcement of labor grievances or employment Laws to conduct an investigation relating to Seller andcomplaints pending or, to the Knowledge Seller's and Company's knowledge, threatened in writing, by or on behalf of Sellerany employee or group of employees of the Company or any of the Subsidiaries which, no such investigation is in progressif individually or collectively resolved against the Company or any of the Subsidiaries, would reasonably be expected to have a Material Adverse Effect on the Company and the Subsidiaries taken as a whole. (c) Since December 31There are no complaints, 2016charges or claims against the Company or any of the Subsidiaries pending or, to the Seller's and Company's knowledge, threatened to be brought or filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any individual by the Company or any of the Subsidiaries which, if individually or collectively resolved against the Company or any of the Subsidiaries, would reasonably be expected to have a Material Adverse Effect on the Company and the Subsidiaries taken as a whole, and, to the knowledge of the Seller and Company, there are no facts or circumstances which could form a reasonable basis for any of the foregoing. (d) There has not effectuated (i) a “been no "mass layoff" or "plant closing” (" as defined in by the Worker Adjustment and Retraining Notification Act Act, as amended (or any similar state or local law, the “"WARN Act”")) , in connection with respect of the Business; or (ii) a “mass layoff” (as defined in the WARN Act) of individuals employed at or who primarily provided service to the Business. Schedule 5.9(d) sets forth a true and complete list of reductions in force or layoffs, by location, implemented by the Seller Company or any of its the Subsidiaries within the six months prior to the Effective Time. (e) To the knowledge of Seller and the Company, all employees of the Company and the Subsidiaries possess all applicable passports, visas, permits and other authorizations required by all applicable immigration or similar Legal Requirements to be employed by and to perform services for and on behalf of the Company and the Subsidiaries, except where the failure to possess such passports, visas, permits or other authorizations would not, individually or in the 90-day period preceding aggregate, reasonably be expected to materially affect the Closing Date at any location employing any individuals employed conduct of business by the BusinessCompany or the Subsidiaries. The Company and the Subsidiaries, and their employees, have complied in all material respects with all applicable immigration and similar Legal Requirements.

Labor Matters. (a) Except as set forth in Section 3.16(a) of the Seller Disclosure Schedule, no Company Entity is a party or subject to any labor union or collective bargaining Contract or similar agreement in respect of any Company Employee and no Company Employees are subject to any such agreement. Except as set forth in Section 3.16(a) of the Seller Disclosure Schedule or as would not havenot, individually or in the aggregate, be material to the Company Entities, taken as a Seller Material Adverse Effect: whole, (ai) Seller is not party to, or bound by, any labor agreement, collective bargaining agreement, work rules or practices, or any other labor-related Contract with any labor union, trade union or labor organization. Other than as required by operation of applicable Law, no employees of Seller is represented by any labor union, trade union or labor organization with respect to their employment with Seller. No labor union, trade union, labor organization or group of employees of Seller has made a pending demand for recognition or certification, and there are no representation pending strikes, lockouts, work stoppages or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board or any other Governmental Body. To the Knowledge of Sellerslowdowns, there are no organizing activities with respect to any employees of Seller. There has been no actual orpickets, to the Knowledge of Sellerboycotts, threatened material arbitrations, material grievancesunfair labor practice charges, labor disputes, strikesor grievances involving the Company Employees and (ii) no demand for recognition as the exclusive bargaining representative of any Company Employee has been made by or on behalf of any labor or similar organization. Except as would not, lockouts, slowdowns individually or work stoppages against or affecting Seller. Seller is not engaged in, or since December 31, 2016 has engaged in, any unfair labor practice, as defined in the National Labor Relations Act aggregate, be material to the Company Entities, taken as a whole, each Company Entity is in compliance with all applicable Laws relating to labor or other applicable Lawsemployment practices. (b) Except as would not, individually or in the aggregate, be material to the Company Entities taken as a whole, all Company Service Providers have been properly classified under applicable Law (i) as employees or individual independent contractors and (ii) for employees, as an “exempt” employee or a “non-exempt” employee (within the meaning of the Fair Labor Standards Act and state Law), and no such individual has been improperly included in or excluded from any Benefit Plan. Except as set forth in Section 3.16(b) of the Seller Disclosure Schedule, none of Seller or any of its Affiliates has not received since December 31, 2016 any written notice of intent by any pending or, to Seller’s Knowledge, threatened Action before any Governmental Body responsible for Authority concerning any such classifications. No Company Service Provider has a principal place of employment outside of the enforcement of labor or employment Laws to conduct an investigation relating to Seller and, to the Knowledge of Seller, no such investigation is in progressUnited States. (c) Since December 31, 2016, Seller None of the Company Entities has not engaged in or effectuated (i) a any employee “mass layoff” or “plant closing” (in each case, as defined in by the Worker Adjustment and Retraining Notification Restraining Act (of 1988 or any similar state state, local or local lawnon-U.S. Law (collectively, the “WARN ActWARN”)) in connection with the Business; or (ii) a “mass layoff” (as defined in the WARN Act) affecting any single site of individuals employed at or who primarily provided service to the Business. Schedule 5.9(d) sets forth a true and complete list of reductions in force or layoffs, employment operated by location, implemented by the Seller or any of its Subsidiaries Affiliates in which Company Employees work within the 90past three (3) years. (d) Since January 1, 2020, no allegations or reports of sexual harassment have been made against a Company Employee with annualized base compensation in excess of $200,000 to Seller or any of its Affiliates. (e) Section 3.16(e) of the Seller Disclosure Schedule sets forth a correct and complete list, as of the date hereof, of each Company Employee, together with such Company Employee’s job title, classification as exempt or non-day period preceding exempt for wage and hour purposes, date of hire, annual salary or hourly wage rate, status as inactive or active (including, if such employee is on a leave of absence, the Closing Date at purpose of such leave, the date upon which the leave began and the expected date of return), location of employment and employing entity (the “Company Employee Census”). As soon as reasonably practicable following the date of this Agreement, Seller shall deliver to Buyer an updated Company Employee Census that will include incentive compensation opportunities (including any location employing any individuals employed by the Businessequity-based incentive opportunities or retention bonus awards).

Labor Matters. (a) Except as set forth in Section 3.15 of the MLP Disclosure Letter, none of the employees of any MLP Group Entity is represented in his or her capacity as an employee of any MLP Group Entity by any labor organization. Except as set forth in Section 3.15 of the MLP Disclosure Letter, no MLP Group Entity has recognized any labor organization, nor has any labor organization been elected as the collective bargaining agent of any employees of an MLP Group Entity, nor has an MLP Group Entity entered into any collective bargaining agreement or union Contract recognizing any labor organization as the bargaining agent of any employees of an MLP Group Entity. (b) No MLP Group Entity 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 any MLP Group Entity with respect to such matters and, to the Knowledge of the MLP Entities, no such investigation is in progress. There is no (and, during the two-year period preceding the date of this Agreement, has not been any) (i) strike or lockout with respect to any employees of any MLP Group Entity, (ii) to the Knowledge of the MLP Entities, union organizing effort pending or threatened against any MLP Group Entity, (iii) except as would not havereasonably be expected to result in an MLP Material Adverse Effect, unfair labor practice or labor dispute with respect to any employees of any MLP Group Entity, (iv) labor Proceeding pending or, to the Knowledge of the MLP Entities, threatened against any MLP Group Entity or (v) slowdown, or work stoppage in effect or, to the Knowledge of the MLP Entities, threatened with respect to any employees of any MLP Group Entity. No MLP Group Entity has any liabilities under the Worker Adjustment and Retraining Act of 1988 as a result of any action taken by any MLP Group Entity which remains outstanding and unsatisfied. Each MLP Group Entity is, and during the two-year period preceding the date of this Agreement has been, in compliance with all applicable Laws in respect of employment and employment practices, terms and conditions of employment, wages and hours and occupational safety and health (including classifications of service providers as employees and/or independent contractors), except for any noncompliance which would not, individually or in the aggregate, a Seller reasonably be expected to result in an MLP Material Adverse Effect: (a) Seller is not party to, or bound by, any labor agreement, collective bargaining agreement, work rules or practices, or any other labor-related Contract with any labor union, trade union or labor organization. Other than as required by operation of applicable Law, no employees of Seller is represented by any labor union, trade union or labor organization with respect to their employment with Seller. No labor union, trade union, labor organization or group of employees of Seller has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board or any other Governmental Body. To the Knowledge of Seller, there are no organizing activities with respect to any employees of Seller. There has been no actual or, to the Knowledge of Seller, threatened material arbitrations, material grievances, labor disputes, strikes, lockouts, slowdowns or work stoppages against or affecting Seller. Seller is not engaged in, or since December 31, 2016 has engaged in, any unfair labor practice, as defined in the National Labor Relations Act or other applicable Laws. (b) Seller has not received since December 31, 2016 any written notice of intent by any Governmental Body responsible for the enforcement of labor or employment Laws to conduct an investigation relating to Seller and, to the Knowledge of Seller, no such investigation is in progress. (c) Since December 31, 2016, Seller has not effectuated (i) a “plant closing” (as defined in the Worker Adjustment and Retraining Notification Act (or any similar state or local law, the “WARN Act”)) in connection with the Business; or (ii) a “mass layoff” (as defined in the WARN Act) of individuals employed at or who primarily provided service to the Business. Schedule 5.9(d) sets forth a true and complete list of reductions in force or layoffs, by location, implemented by the Seller or any of its Subsidiaries in the 90-day period preceding the Closing Date at any location employing any individuals employed by the Business.

Labor Matters. Except as would not haveset forth in Section 2.18 of the Disclosure Schedule (and, individually or in with respect to the aggregateShareholders, a Seller Material Adverse Effect: to such Shareholders’ knowledge) (a) the Seller is not party to, or bound by, any labor agreement, collective bargaining agreement, work rules or and has been in compliance with all applicable Laws respecting employment and employment practices, or terms and conditions of employment and wages and hours, except wherein the failure to comply with applicable Laws would not have a Material Adverse Effect on the Business, including any other labor-related Contract with any labor union, trade union or labor organization. Other than as required by operation of applicable Law, no employees of Seller is represented by any labor union, trade union or labor organization with respect to their such Laws respecting employment with Seller. No labor union, trade union, labor organization or group of employees of Seller has made a pending demand for recognition or certificationdiscrimination and occupational safety and health requirements, and have not and are not engaged in any unfair labor practice; (b) there are is no representation or certification proceedings or petitions seeking a representation proceeding presently unfair labor practice complaint against the Seller pending or threatened in writing to be brought or filed with before the National Labor Relations Board or any other Governmental Body. To the Knowledge of Sellercomparable Authority; (c) there is no labor strike, there are no organizing activities with respect to any employees of Seller. There has been no actual dispute, slowdown or stoppage actually pending or, to the Knowledge knowledge of Sellerthe Seller and the Shareholders, threatened material arbitrations, material grievances, labor disputes, strikes, lockouts, slowdowns or work stoppages against or directly affecting Seller. the Seller that is not engaged inreasonably likely to have a Material Adverse Effect on the Business; (d) no labor representation petition is pending with respect to the employees of the Business, or since December 31, 2016 has engaged in, any unfair labor practice, as defined in the National Labor Relations Act or other applicable Laws. (b) Seller has not received since December 31, 2016 any written notice of intent by any Governmental Body responsible for the enforcement of labor or employment Laws to conduct an investigation relating to Seller and, to the Knowledge knowledge of Sellerthe Seller and the Shareholders, there is not pending or threatened any activity intended or likely to result in a labor representation vote respecting the employees of the Business; (e) no such investigation grievance or any arbitration proceeding arising out of or under collective bargaining agreements is pending and no claims therefor exist or, to the knowledge of the Seller and the Shareholders, have been threatened; (f) no collective bargaining agreement is binding and in progress. force against the Seller or currently being negotiated by the Seller relating to employees of the Business; (cg) Since December 31, 2016, the Seller has not effectuated experienced any significant work stoppage or other significant labor difficulty relating to employees of the Business; (h) the Seller is not delinquent in payments to any persons for any wages, salaries, commissions, bonuses or other direct or indirect compensation for any services performed by them or amounts required to be reimbursed to such persons, including any amounts due under any pension plan, welfare plan or compensation plan, in each case as to this clause (h) which is reasonably likely to have a Material Adverse Effect on the Business; (i) a upon the termination of the employment or other service of any person, the Purchaser or any affiliate of the Purchaser will not, by reason of anything done on or prior to the Closing Date, be liable to any of such persons for so-called “plant closingseverance pay” or any other payments; (as defined in j) within the twelve (12) month period prior to the date hereof, to the knowledge of the Seller and the Shareholders, there has not been any expression of intention to the Seller by any officer or key employee to terminate such person’s employment with the Seller; and (k) the transactions contemplated hereby do not trigger any notice or other requirement under the federal Worker Adjustment and Retraining Notification Act (Act, 29 U.S.C. Section 2101 et seq., or any similar applicable state or local law, the “WARN Act”)) in connection with the Business; or (ii) a “mass layoff” (as defined in the WARN Act) of individuals employed at or who primarily provided service to the Business. Schedule 5.9(d) sets forth a true and complete list of reductions in force or layoffs, by location, implemented by the Seller or any of its Subsidiaries in the 90-day period preceding the Closing Date at any location employing any individuals employed by the Businessequivalent.

Labor Matters. Except as would not have, individually or in the aggregate, a Seller Material Adverse Effect: (a) Seller is not party toMPC has provided to NTI (on behalf of SPP Refining) a list as of the Effective Date of (i) Refinery Employees by name; (ii) the rate of all current compensation payable to each such employee, or bound byincluding, without limitation, any labor agreementbonus, contingent or deferred compensation; (iii) each employee’s rate of and current vacation accrual and balance; (iv) each employee’s job title and workplace location; and (v) years of service. (b) Except as set forth in Section 4.22(b) of the MPC Disclosure Schedules, MPC has not agreed to recognize any union or other collective bargaining agreementrepresentative, work rules or practices, or nor has any other labor-related Contract with any labor union, trade union or other collective bargaining representative been certified as the exclusive bargaining representative of any of the Refinery Employees. There is no question concerning representation as to any collective bargaining representative concerning the Refinery Employees, and no labor organization. Other than as required by operation of applicable Law, no employees of Seller is represented by any labor union, trade union or labor organization with respect representative thereof claims to their employment with Seller. No labor union, trade union, labor organization or group of employees of Seller has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions is seeking a representation proceeding presently pending or threatened in writing to be brought or filed with represent the National Labor Relations Board or any other Governmental BodyRefinery Employees. To the Knowledge of SellerMPC, there are no organizing activities union organizational campaign or representation petition is currently pending with respect to any employees of Sellerthe Refinery Employees. (c) Except as set forth in Section 4.22(c) of the MPC Disclosure Schedules, MPC is not a party to or bound by any collective bargaining agreement, other labor contract or individual agreement applicable to any Refinery Employees. There has All collective bargaining agreements have been duly ratified. No collective bargaining agreements, other labor contract or individual agreements relating to Refinery Employees are being negotiated. (d) Except as set forth in Section 4.22(d) of the MPC Disclosure Schedules, there is no actual labor strike or labor dispute, slow down, lockout or stoppage actually pending or, to the Knowledge of SellerMPC, threatened against or affecting MPC related to the Refinery Employees, and it has not experienced any labor strikes or material arbitrations, material grievances, labor disputes, strikesslowdowns, lockoutslockouts or stoppages since January 1, slowdowns or work stoppages against or affecting Seller2007. Seller As relates to the Refinery Employees, MPC is not engaged inengaged, or nor has it since December 31January 1, 2016 2007, engaged, in any unfair labor practices, and has engaged inno, and has not had since January 1, 2007, any unfair labor practice, as defined in practice charges or complaints before the National Labor Relations Act Board pending or, to the knowledge of MPC, threatened against it. Except as set forth in Section 4.22(d) of the MPC Disclosure Schedules, MPC has no, and has not had since January 1, 2007, any grievances, arbitration, or other applicable Lawsproceedings arising or asserted to arise out of or under any collective bargaining agreement, pending or, to the Knowledge of MPC, threatened against it. (be) Seller has Except as contemplated by the Formation Agreement and the Related Agreements, MPC is not received since December 31a party to any agreements or arrangements or subject to any requirement that in any manner requires or may require a purchaser to hire any Refinery Employee or restrict a purchaser from relocating, 2016 consolidating, merging or closing, in whole or in part, any written notice portion of intent by the business, subject to applicable law. (f) Except as set forth in Section 4.22(f) of the MPC Disclosure Schedules, MPC is not subject to any settlement agreement, conciliation agreement, letter of commitment, deficiency letter or consent decree with any present or former Refinery Employee or applicant for employment, labor union or other employee representative, or any Governmental Body responsible for the enforcement of labor Authority or employment Laws to conduct an investigation arbitrator relating to Seller claims of unfair labor practices, employment discrimination, or other claims with respect to employment and labor practices and policies, and no Governmental Authority or arbitrator has issued a judgment, order, decree, injunction, decision, award or finding with respect to the employment and labor practices or policies of MPC with respect to the Refinery Employees or which has any present material effect (or, to the Knowledge of MPC, could have any future material effect) on MPC or its employment or labor practices and policies. (g) MPC is in substantial compliance with all applicable laws and regulations regarding labor and employment practices with respect to the Refinery Employees, including those for (i) wages, salaries, commissions, bonuses, vacation pay, severance or termination pay, sick pay or other compensation; (ii) employee benefits; (iii) alleged unlawful, unfair, wrongful or discriminatory employment or labor practices; (iv) alleged breach of contract or other claim arising under a collective bargaining or individual agreement or any other employment covenant whether express or implied; (v) alleged violation of any statute, ordinance, contract or regulation relating to minimum wages or maximum hours of work; (vi) alleged violation of occupational safety and health standards; or (vii) alleged violation of plant closing and mass layoff, immigration, workers’ compensation, disability, unemployment compensation, whistleblower laws or other employment or labor relations laws. (h) MPC has delivered to NTI (on behalf of SPP Refining) all material orders and inspection reports under all applicable state, federal or non-U.S. Law relating to occupational health and safety legislation, including without limitation the Occupational Health and Safety Act of 1970 (collectively, “OSHA”) relating to the Refinery work places and Refinery Employees and, to the Knowledge of SellerMPC, there are no such investigation is in progress. (c) Since December 31, 2016, Seller has not effectuated (i) a “plant closing” (as defined in the Worker Adjustment and Retraining Notification Act (or any similar state or local law, the “WARN Act”)) in connection charges pending under OSHA with the Business; or (ii) a “mass layoff” (as defined in the WARN Act) of individuals employed at or who primarily provided service respect to the Business. Schedule 5.9(d) sets forth a true and complete list of reductions in force or layoffs, by location, implemented by the Seller or any of its Subsidiaries in the 90-day period preceding the Closing Date at any location employing any individuals employed by the BusinessRefinery Employees.