Common use of Labor Relations and Other Employment Matters Clause in Contracts

Labor Relations and Other Employment Matters. (i) Since December 31, 2006, there has not been any adoption, amendment or termination by the Company or any of its Subsidiaries of any collective bargaining or other labor union Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound that covers any Company employees. None of the employees of the Company or any of its Subsidiaries are represented by any union with respect to their employment by the Company or such Subsidiary, and no labor organization or group of employees of the Company or any of its subsidiaries has made a pending demand for recognition or certification to the Company or any of its Subsidiaries and, to the Knowledge of the Company, 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 Entity. Since January 1, 2004, neither the Company nor any of its Subsidiaries has experienced any material labor disputes, union organization attempts or work stoppages, slowdowns or lockouts due to labor disagreements. (ii) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (A) neither the Company nor any of its Subsidiaries is delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it or amounts required to be reimbursed to such employees, (B) no employee of the Company at the officer level or above has given written notice to the Company or any of its Subsidiaries that any such employee intends to terminate his or her employment with the Company or any of its Subsidiaries, (C) to the Knowledge of the Company, no employee or former employee of the Company or any of its Subsidiaries is in any respect in violation of any term of any employment contract, nondisclosure agreement, common law nondisclosure obligations, non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Company or any of its Subsidiaries or to the use of trade secrets or proprietary information of others. (iii) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (A) each of the Company and its Subsidiaries is in compliance with all applicable Laws and collective bargaining agreements respecting employment and employment practices, terms and conditions of employment, wages and hours and occupational safety and health; and (B) each individual who renders services to the Company or any of its Subsidiaries who is classified by the Company or such subsidiary, as applicable, as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under Company Benefit Plans) is properly so characterized.

Labor Relations and Other Employment Matters. (ia) Since December 31, 2006, there has not been any adoption, amendment or termination by the Company or any None of its Subsidiaries of any collective bargaining or other labor union Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound that covers any Company employees. None of the Subsidiaries’ employees of the Company or any of its Subsidiaries are represented by any union union, works council, labor organization, or other workers’ group (each, a “Labor Organization”) with respect to their employment by the Company it or such Subsidiary, and its Subsidiaries; no labor organization Labor Organization or group of employees of the Company or any of its subsidiaries has made a pending demand for recognition or certification to the Company it or any of its Subsidiaries and, to the Knowledge of the Company, has made a 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 Entity. Since January 1, 20042011, to its Knowledge, neither the Company it nor any of its Subsidiaries has experienced been subject to any material labor disputesorganizing attempts by any Labor Organization, union organization attempts or and there have been no strikes, work stoppages, slowdowns slowdowns, picketing, lockouts, or lockouts due to other organized labor disagreementsdisputes or disruptions. (iib) Except as would notNo unfair labor practice charges, individually grievances, arbitrations, administrative charges or in complaints are pending or, to its Knowledge, threatened against it or any of its Subsidiaries. As of the aggregatedate of this Agreement, reasonably be expected to have a Material Adverse Effect: (A) neither the Company nor no employee of it or any of its Subsidiaries is delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it or amounts required to be reimbursed to such employees, (B) no employee of the Company at the officer level or above has given written notice to the Company it or any of its Subsidiaries that any such employee intends to terminate his or her employment with the Company it or any of its Subsidiaries, (C) to the Knowledge of the Company. To its Knowledge, no employee or former employee of the Company it or any of its Subsidiaries is in any respect in violation of any term of any employment contract, nondisclosure agreement (including any agreement relating to Trade Secrets or proprietary information), non-solicitation agreement, common law nondisclosure obligations, non-competition agreement, or any other restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company with it or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Company or any of its Subsidiaries or to the use of trade secrets or proprietary information of others. (iii) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (A) each of the Company Subsidiaries. It and its Subsidiaries is have complied in compliance all material respects with all applicable Laws and collective bargaining agreements respecting employment and employment practicesrelating to its employees, including all Laws governing the terms and conditions of employment, wages the termination of employment, discrimination and hours harassment, wages, hours, compensation, benefits, reductions in force, mass layoffs, and occupational safety and health; and facility closings. (Bc) each individual who renders services to the Company or any Each of its Subsidiaries who is classified by the Company or such subsidiaryand its Subsidiaries’ employees has all work permits, as applicableimmigration permits, as having the status of an independent contractor visas or other non-authorizations required by Law for such employee status for any purpose (including for purposes given the duties and nature of taxation such employee’s employment and tax reporting Section 3.16(c) of its Disclosure Letter sets forth a true and under Company Benefit Plans) is properly so characterizedcomplete list of such work permits, immigration permits, visas or other authorizations currently held by its and its Subsidiaries’ employees.

Labor Relations and Other Employment Matters. (ia) Since December 31, 2006, there has not been any adoption, amendment or termination by the Company or any of its Subsidiaries of any collective bargaining or other labor union Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound that covers any Company employees. None of the employees of the Company or any of its Subsidiaries are represented by any union union, labor organization or employee association with respect to their employment by the Company or such Subsidiary. To the Knowledge of the Company, and (i) there are no labor organization representation claims or group of petitions pending before any Governmental Entity or any organizing efforts or challenges concerning representation with respect to employees of the Company or any of its subsidiaries has made a Subsidiaries, (ii) there are no material grievances or pending demand for recognition or certification to arbitration proceedings against the Company or any of its Subsidiaries and, to the Knowledge that arose out of the Company, 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 under any other Governmental Entity. Since collective bargaining agreement and (iii) since January 1, 20042008, neither the Company nor any of its Subsidiaries has experienced experienced, and to the Knowledge of the Company there have not been threatened, any material labor disputes, union organization attempts or work stoppages, strikes, slowdowns or lockouts due to labor disagreements. (iib) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (A) neither the Company nor any of its Subsidiaries is delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it or amounts required to be reimbursed to such employees, (B) no employee of the Company at the officer level or above has given written notice to the Company or any of its Subsidiaries that any such employee intends to terminate his or her employment with the Company or any of its Subsidiaries, (C) to To the Knowledge of the Company, (i) no employee or former employee of the Company or any of its Subsidiaries is in any respect in violation of any material term of any employment contract, nondisclosure agreement, common law confidentiality or nondisclosure obligations, agreement (including any agreement relating to trade secrets or proprietary information) or non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by non-solicitation agreement with the Company or any of its Subsidiaries because and (ii) the Company has not incurred, and does not reasonably expect to incur, any material liability due to the classification of its contractors and consultants as independent contractors. Since December 31, 2010 until the nature date of this Agreement, neither the business conducted Company nor any of its Subsidiaries has effectuated or presently proposed announced or plans to be conducted by effectuate or announce (i) a “plant closing,” as defined in the U.S. Worker Adjustment and Retraining Notification Act of 1988 (the “WARN Act”) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of the Company or any of its Subsidiaries Subsidiaries, (ii) a “mass layoff” (as defined in the WARN Act) or (iii) any other transaction, layoff, reduction in force or employment terminations sufficient in number to the use trigger application of trade secrets or proprietary information of othersany similar applicable Law. (iiic) Except as would notThe Company has delivered to Parent true and complete copies of all employment agreements (including all amendments thereto) with officers of the Company, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (A) each with any employee of the Company and or its Subsidiaries is having a total compensation in compliance excess of $200,000 per year, and with any persons formerly holding such positions (if such Contracts remain in effect for any purpose). The Company has delivered to Parent true and complete information in all applicable Laws and collective bargaining agreements respecting employment and employment practices, terms and conditions material respects regarding the current annual rate of employment, base salary or wages and hours and occupational safety and health; and (B) each individual who renders services to annual cash bonus opportunities of the employees of the Company or any of its Subsidiaries who is classified by the Company or such subsidiary, as applicable, as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under Company Benefit Plans) is properly so characterizedSubsidiaries.

Labor Relations and Other Employment Matters. (ia) Since December 31, 2006, there has not been any adoption, amendment or termination by Neither the Company or nor any of its Subsidiaries of is, or during the two (2) year period prior to the date hereof has been, a party to any collective bargaining agreement or other labor union Contract to which the Company agreements (other than any industry-wide or statutorily mandated agreement in non-U.S. jurisdictions), nor is any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound that covers any Company employeessuch collective bargaining agreement being negotiated. None of the employees of the Company or any of its Subsidiaries are represented by any union with respect to their employment by the Company or such Subsidiary, and no No labor organization or group of employees of the Company or any of its subsidiaries Subsidiaries has made a pending demand for recognition or certification to the Company or any of its Subsidiaries and, to the Knowledge of the Company, there are no representation or certification proceedings or petitions seeking a representation proceeding presently currently pending or threatened in writing to be brought or filed with the National Labor Relations Board or any other Governmental Entity. Since January 1, 2004, neither the Company nor any of its Subsidiaries has experienced any material labor disputes, union organization attempts relations tribunal or work stoppages, slowdowns authority (foreign or lockouts due to labor disagreementsdomestic). (iib) Except as would notnot have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: , (Ai) no work stoppage, slowdown, lockout, labor strike, material arbitrations or other labor disputes against the Company or any of its Subsidiaries have occurred during the three (3) year period prior to the date hereof or are pending or, to the Knowledge of the Company, threatened, (ii) no unfair labor practice charges, grievances or complaints are pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries, (iii) neither the Company nor any of its Subsidiaries is delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it or amounts required to be reimbursed to such employees, and (Biv) no employee of the Company at the officer level or above has given written notice to the Company or any of its Subsidiaries that any such employee intends to terminate his or her employment with the Company or any of its Subsidiaries, (C) to the Knowledge of the Company, no employee or former employee of the Company or any of its Subsidiaries is in any respect in violation of any term of any employment contract, nondisclosure agreement, common law nondisclosure obligations, non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Company or any of its Subsidiaries or to the use of trade secrets or proprietary information of others. (iii) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (A) each of the Company and its Subsidiaries is are in compliance with all applicable Laws Laws, agreements, contracts, policies, plans and collective bargaining agreements respecting employment and programs relating to employment, employment practices, compensation, benefits, hours, terms and conditions of employment and the termination of employment, wages and hours and occupational safety and health; and (B) each individual who renders services including any obligations pursuant to the Company or any Worker Adjustment and Retraining Notification Act of its Subsidiaries who is classified by the Company or such subsidiary, as applicable, as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under Company Benefit Plans) is properly so characterized1988.

Labor Relations and Other Employment Matters. (ia) Since December 31, 2006, there has not been any adoption, amendment or termination by the Company or any of its Subsidiaries of any collective bargaining or other labor union Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound that covers any Company employees. None of the employees of the Company or any of its Subsidiaries are represented by any union with respect to their employment by the Company or such Subsidiary, and no labor organization or group of employees of the Company or any of its subsidiaries Subsidiaries has made a pending demand for recognition or certification to the Company or any of its Subsidiaries and, to the Knowledge of the Company, 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 Entity. Since January 1, 2004, neither Neither the Company nor any of its Subsidiaries has experienced any material labor disputes, union organization attempts or work stoppages, slowdowns or lockouts due to labor disagreements. (iib) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (A) neither Neither the Company nor any of its Subsidiaries is materially delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it or amounts required to be reimbursed to such employees, (B) no . No employee of the Company at the officer level or above has given written notice to the Company or any of its Subsidiaries that any such employee intends to terminate his or her employment with the Company or any of its Subsidiaries, (C) ; or to the Knowledge of the Company, no employee or former employee of the Company or any of its Subsidiaries is in any respect in violation of any term of any employment contract, nondisclosure agreement, common law nondisclosure obligations, non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Company or any of its Subsidiaries or to the use of trade secrets or proprietary information of others. (iiic) Except as would notset forth in Section 3.11(c) of the Company Disclosure Schedule, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (A) each of the Company and its Subsidiaries is in material compliance with all applicable Laws and collective bargaining agreements respecting employment and employment practices, terms and conditions of employment, wages and hours and occupational safety and health; and (B) each . Each individual who renders services to the Company or any of its Subsidiaries who is classified by the Company or such subsidiarySubsidiary, as applicable, as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under Company Benefit Plans) is properly so characterized.

Labor Relations and Other Employment Matters. (i) Since December 31As of the date of this Agreement, 2006, there has not been any adoption, amendment or termination by the Company or any of its Subsidiaries of any collective bargaining or other labor union Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound that covers any Company employees. None (A) none of the employees of the Company or any of its Subsidiaries are represented by any union with respect to their employment by the Company or such Subsidiary, and (B) there is no labor organization or group of employees of the Company or any of its subsidiaries has made a pending demand for recognition or certification to the Company or any of its Subsidiaries andby any labor organization or group of employees of the Company or any of its Subsidiaries, and (C) to the Knowledge of the Company, 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 Entity. Since January 1, 2004, neither labor relations tribunal or authority (foreign or domestic) with respect to the Company nor or any of its Subsidiaries has experienced any Subsidiaries, and (D) there is no pending or, to the Knowledge of the Company, threatened, material labor disputesdispute, union organization attempts work stoppage, slowdown or work stoppages, slowdowns or lockouts lockout due to labor disagreementsdisagreements against the Company or any of its Subsidiaries. (ii) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: Effect (A) no work stoppage, slowdown, lockout, labor strike, material arbitrations or other labor disputes against the Company or any of its Subsidiaries are pending or, to the Knowledge of the Company, threatened, (B) no unfair labor practice charges, grievances or complaints are pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries, (C) neither the Company nor any of its Subsidiaries is delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it or amounts required to be reimbursed to such employees, and (BD) no employee of the Company at the officer level or above has given written notice to the Company or any of its Subsidiaries that any such employee intends to terminate his or her employment with the Company or any of its Subsidiaries, (C) to the Knowledge of the Company, no employee or former employee of the Company or any of its Subsidiaries is in any respect in violation of any term of any employment contract, nondisclosure agreement, common law nondisclosure obligations, non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Company or any of its Subsidiaries or to the use of trade secrets or proprietary information of others. (iii) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (A) each of the Company and its Subsidiaries is are in compliance with all applicable Laws Laws, agreements, contracts, policies, plans and collective bargaining agreements respecting employment and programs relating to employment, employment practices, compensation, benefits, hours, terms and conditions of employment and the termination of employment, wages and hours and occupational safety and health; and (B) each individual who renders services including any obligations pursuant to the Company or any Worker Adjustment and Retraining Notification Act of its Subsidiaries who is classified by the Company or such subsidiary, as applicable, as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under Company Benefit Plans) is properly so characterized1988.

Labor Relations and Other Employment Matters. (ia) Since December 31As of the date of this Agreement, 2006, there has not been any adoption, amendment or termination by the Company or any of its Subsidiaries of any collective bargaining or other labor union Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound that covers any Company employees. None none of the employees of the Company or any of its Subsidiaries are represented by any union with respect to their employment by the Company or such Subsidiary, and no labor organization or group of employees of the Company or any of its subsidiaries Subsidiaries has made a pending demand for recognition or certification to the Company or any of its Subsidiaries and, to the Knowledge of the Company, 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 Entitylabor relations tribunal or authority (foreign or domestic). Since January 1, 20042003, neither the Company nor any of its Subsidiaries has experienced any material labor disputes, union organization attempts or work stoppages, slowdowns or lockouts due to labor disagreements. (iib) Except as would not, individually or in the aggregate, reasonably be expected likely to have a Material Adverse Effect: Effect (Ai) neither no unfair labor practice charges, grievances or complaints are pending or, to the Knowledge of the Company, threatened against the Company nor or any of its Subsidiaries is delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it or amounts required to be reimbursed to such employeesSubsidiaries, (Bii) no employee of the Company at the officer level or above has given written notice to the Company or any of its Subsidiaries that any such employee intends to terminate his or her employment with the Company or any of its Subsidiaries, (Ciii) to the Knowledge of the Company, no employee or former employee of the Company or any of its Subsidiaries is in any respect in violation of any term of any employment contract, nondisclosure agreement, common law nondisclosure obligations, agreement (including any agreement relating of trade secrets or proprietary information) or non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by agreement with the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Company or any of its Subsidiaries or to the use of trade secrets or proprietary information of others. Subsidiaries, and (iiiiv) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (A) each of the Company and its Subsidiaries is are in compliance with all applicable Laws Laws, Contracts, policies, plans and collective bargaining agreements respecting employment and programs relating to employment, employment practices, compensation, benefits, hours, terms and conditions of employment and the termination of employment, wages and hours and occupational safety and health; and (B) each individual who renders services including any obligations pursuant to the Company or any Worker Adjustment and Retraining Notification Act of its Subsidiaries who is classified by the Company or such subsidiary, as applicable, as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under Company Benefit Plans) is properly so characterized1988.

Labor Relations and Other Employment Matters. (ia) Since December 31, 2006, there has not been any adoption, amendment or termination by the Company or any of its Subsidiaries of any collective bargaining or other labor union Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound that covers any Company employees. None none of the employees of the Company or any of its the Company Subsidiaries are represented or have been represented by any union with respect to their employment by the Company or such Company Subsidiary, and no labor organization or group of employees of the Company or any of its subsidiaries the Company Subsidiaries has made a pending demand for recognition or certification to the Company or any of its the Company Subsidiaries and, to the Knowledge knowledge of the Company, there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board or any other Governmental EntityAuthority. Since January 1To the knowledge of the Company, 2004since December 31, 2006, neither the Company nor any of its the Company Subsidiaries has experienced any material labor disputes, union organization attempts or work stoppages, slowdowns or lockouts due to disputes with any labor disagreementsorganizations. (iib) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (A) neither Neither the Company nor any of its the Company Subsidiaries is delinquent in payments of any material amount to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it or amounts required to be reimbursed to such employees. As of the date hereof, (B) no employee of the Company at the officer level of vice president or above has given written notice to the Company or any of its Subsidiaries that any such employee intends to terminate his or her employment with the Company or any of its Subsidiaries, (C) to the Knowledge of the Company, no employee or former employee of the Company or any of its Subsidiaries is in any respect in violation of any term of any employment contract, nondisclosure agreement, common law nondisclosure obligations, non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Company or any of its Subsidiaries or to the use of trade secrets or proprietary information of othersSubsidiaries. (iiic) Except as would notnot have or be reasonably likely to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (A) each of the Company and its the Company Subsidiaries is in compliance with all applicable Laws and collective bargaining agreements respecting employment and employment practices, terms and conditions of employment, immigration, wages and hours hours, and occupational safety and health; and (B) . To the knowledge of the Company, each individual who renders services to the Company or any of its the Company Subsidiaries who is classified by the Company or such subsidiaryCompany Subsidiaries, as applicable, as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under Company Benefit Plans) is properly so characterized. To the knowledge of the Company, each employee who is classified by the Company or a Company Subsidiary, as applicable, as being exempt from the minimum wage and/or overtime requirements of applicable Laws is properly so characterized.

Labor Relations and Other Employment Matters. (ia) Since December 31, 2006, there has not been any adoption, amendment or termination by Neither the Company or any of its Subsidiaries of any collective bargaining or other labor union Contract to which the Company or nor any of its Subsidiaries is a party to or bound by which any collective bargaining agreement, works council agreement or other similar contract with any labor union, staff council, works council, labor organization, or other workers’ group or representative (each, a “Labor Organization”), and there is no Labor Organization representing or organizing, purporting to represent or organize or, to the Company or any of its Subsidiaries is bound that covers any Company employees. None Knowledge of the employees Company, attempting to represent or organize any employees, independent contractors, consultants, or other agents of the Company or any of its Subsidiaries are represented by in their capacity as such. There is no obligation, whether legally binding or not, to inform or consult with any union Labor Organization in relation to this Agreement. (b) Since January 1, 2013, there has not occurred or been threatened in writing, and neither the Company nor any of its Subsidiaries has been affected by, any strike, slowdown, work stoppage, picketing, lockout, concerted refusal to work overtime or other similar labor activity or union-organizing campaign with respect to their employment by the Company any employees, independent contractors, consultants, or such Subsidiary, and no labor organization or group of employees other agents of the Company or any of its subsidiaries has made a Subsidiaries. In relation to any employee, director, officer, independent contractor, consultant or other agent or Labor Organization, there are no material claims, disputes, proceedings, unfair labor practice charges, grievances, arbitrations, administrative charges or complaints (whether individual or collective) pending demand for recognition or certification or, to the Company’s Knowledge, threatened against the Company or any of its Subsidiaries andSubsidiaries. There are no material labor disputes subject to any formal grievance procedure, to the Knowledge of the Companyarbitration, there are litigation or other proceeding. There is no representation or certification proceedings proceeding or petitions seeking a representation proceeding presently petition pending or, to the Company’s Knowledge, threatened with respect to any employee, independent contractor, consultant, or threatened in writing to be brought or filed with other agent of the National Labor Relations Board Company or any of its Subsidiaries. (c) The Company and its Subsidiaries have been in compliance in all material respects with all applicable Laws relating to employment, labor and/or use of independent contractors, consultants and other Governmental Entity. agents, including all applicable Laws relating to wages and other compensation (including overtime), hours, benefits, collective bargaining, employment discrimination, harassment, retaliation, whistleblowing, civil rights, safety and health, workers’ compensation, pay equity, classification of employees, independent contractors, consultants and other agents, immigration and work authorization, reductions in force, mass layoffs, and facility closings, and the collection and payment of withholding and/or social security Taxes. (d) Since January 1, 20042013, neither the Company nor any of its Subsidiaries has experienced any material labor disputes, union organization attempts a “plant closing,” “business closing,” or work stoppages, slowdowns or lockouts due to labor disagreements. “mass layoff” (ii) Except as would not, individually or defined in the aggregateWorker Adjustment and Retraining Notification Act or any comparable state, reasonably be expected to have a Material Adverse Effect: (A) neither the Company nor any of its Subsidiaries is delinquent in payments to any of its employees for any wageslocal, salaries, commissions, bonuses foreign or other direct compensation for Law (collectively, the “WARN Act”)), or engaged in or conducted any services performed for it or amounts required to be reimbursed to such other reduction in force of any employees, (B) no employee of the Company at the officer level or above has given written notice to the Company or any of its Subsidiaries that any such employee intends to terminate his or her employment with the Company or any of its Subsidiariesindependent contractors, (C) to the Knowledge of the Company, no employee or former employee of the Company or any of its Subsidiaries is in any respect in violation of any term of any employment contract, nondisclosure agreement, common law nondisclosure obligations, non-competition agreementconsultants, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Company or any of its Subsidiaries or to the use of trade secrets or proprietary information of othersother agents. (iii) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (A) each of the Company and its Subsidiaries is in compliance with all applicable Laws and collective bargaining agreements respecting employment and employment practices, terms and conditions of employment, wages and hours and occupational safety and health; and (B) each individual who renders services to the Company or any of its Subsidiaries who is classified by the Company or such subsidiary, as applicable, as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under Company Benefit Plans) is properly so characterized.

Labor Relations and Other Employment Matters. (ia) Since December 31, 2006, there has not been any adoption, amendment or termination by the Company or any of its Subsidiaries of any collective bargaining or other labor union Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound that covers any Company employees. None of the employees of the Company or any of its Subsidiaries are represented by any union with respect to their employment by the Company or such Subsidiary, and no labor organization or group of employees of the Company or any of its subsidiaries Subsidiaries has made a pending demand for recognition or certification to the Company or any of its Subsidiaries and, to the Knowledge of the Company, 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 Entity. Since January 1, 2004, neither Neither the Company nor any of its Subsidiaries has experienced any material labor disputes, union organization attempts or work stoppages, slowdowns or lockouts due to labor disagreements. (iib) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (A) neither Neither the Company nor any of its Subsidiaries is materially delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it or amounts required to be reimbursed to such employees, (B) no . No employee of the Company at the officer level or above has given written notice to the Company or any of its Subsidiaries that any such employee intends to terminate his or her employment with the Company or any of its Subsidiaries, (C) ; and to the Knowledge of the Company, no employee or former employee of the Company or any of its Subsidiaries is in any respect in violation of any term of any employment contract, nondisclosure agreement, common law nondisclosure obligations, non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Company or any of its Subsidiaries or to the use of trade secrets or proprietary information of others. (iiic) Except as would notset forth in Section 3.11(c) of the Company Disclosure Schedule, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (A) each of the Company and its Subsidiaries is in material compliance with all applicable Laws and collective bargaining agreements respecting employment and employment practices, terms and conditions of employment, wages and hours and occupational safety and health; and (B) each . Each individual who renders services to the Company or any of its Subsidiaries who is classified by the Company or such subsidiarySubsidiary, as applicable, as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax Tax reporting and under Company Benefit Plans) is properly so characterized.

Labor Relations and Other Employment Matters. (ia) Since December 31, 20062008, there has not been any adoption, amendment or termination by the Company or any of its Subsidiaries of any collective bargaining or other labor union Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound that covers any Company employees. None none of the employees of the Company or any of its the Company Subsidiaries are represented or have been represented by any union with respect to their employment by the Company or such Company Subsidiary, and no labor organization or group of employees of the Company or any of its subsidiaries the Company Subsidiaries has made a pending demand for recognition or certification to the Company or any of its the Company Subsidiaries and, to the Knowledge of the Company, 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 EntityAuthority. Since January 1To the Knowledge of the Company, 2004since December 31, 2008, neither the Company nor any of its the Company Subsidiaries has experienced any material labor disputes, union organization attempts or work stoppages, slowdowns or lockouts due to disputes with any labor disagreementsorganizations. (iib) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (A) neither Neither the Company nor any of its the Company Subsidiaries is delinquent in payments of any material amount to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it or amounts required to be reimbursed to such employees. As of the date hereof, (B) no employee of the Company at the officer level of vice president or above has given written notice to the Company or any of its Subsidiaries that any such employee intends to terminate his or her employment with the Company or any of its Subsidiaries, (C) to the Knowledge of the Company, no employee or former employee of the Company or any of its Subsidiaries is in any respect in violation of any term of any employment contract, nondisclosure agreement, common law nondisclosure obligations, non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Company or any of its Subsidiaries or to the use of trade secrets or proprietary information of othersSubsidiaries. (iiic) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (A) each of The Company and the Company and its Subsidiaries is are in compliance in all material respects with all applicable Laws and collective bargaining agreements respecting employment and employment practices, terms and conditions of employment, wages and hours and immigration, occupational safety and health; health discrimination, unemployment, wages, hours and (B) each individual who renders services to the Company or any Family and Medical Leave Act of its Subsidiaries 1993. Each employee who is classified by the Company or such subsidiarya Company Subsidiary, as applicable, as having being (i) “exempt” from the status minimum wage or overtime requirements (within the meaning of the Fair Labor Standards Act of 1938) or (ii) an independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under Company Benefit Plans) rather than an employee, is properly so characterizedcharacterized in all material respects. The Company and each of the Company Subsidiaries have complied in all material respects with the Immigration and Nationality Act for all employees located in the United States, and to the Knowledge of the Company, there is no basis for any claim that the Company and any of the Company Subsidiaries are not in all material respects in compliance with the terms thereof. (d) There has been no “mass layoff” or “plant closing” (as defined by the Worker Adjustment and Retraining Notification Act of 1988 (“WARN”)) with respect to the Company or any of the Company Subsidiaries within the past six months. Neither the Company nor any of the Company Subsidiaries has incurred any liability or obligation under WARN or any similar foreign, state or local Laws that remains unsatisfied. To the extent that, after Closing, Parent operates the Company or any of the Company Subsidiaries in the same manner operated by the Company during the six (6) month period prior to the Closing, Parent will not incur any liability under WARN or any other similar foreign, state or local Laws as a result of any layoffs or other employment terminations made by the Company or any of the Company Subsidiaries during such six (6) month period prior to the Closing. (e) Section 3.16(e) of the Company Disclosure Schedule lists all of the directors, officers and employees of the Company and its Subsidiaries with annual base compensation in excess of $150,000, including name, date of hire, annual salary or wage rate and annual bonus.

Labor Relations and Other Employment Matters. (i) Since December 31, 2006, there has not been any adoption, amendment or termination by Except as set forth in Section 4.01(n)(i) of the Company or any of its Subsidiaries of any collective bargaining or other labor union Contract to which Disclosure Letter, (A) neither the Company or nor any of its Subsidiaries is a party to any collective bargaining agreement or by which the Company or other agreement with any of its Subsidiaries labor organization, nor is bound that covers any Company employees. None of the employees of the Company or any of its Subsidiaries are represented by any union with respect to their employment by the Company or such Subsidiaryagreement presently being negotiated, and (B) no labor organization union or group of employees of the Company or any of its subsidiaries Subsidiaries has made a pending demand for recognition or certification to the Company or any of its Subsidiaries andcertification, to the Knowledge of the Company, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending with any labor relations tribunal or authority, and to the Knowledge of the Company, there is no organizing activity by any labor union with respect to employees of the Company or any of its Subsidiaries; (C) there is no material unfair labor practice charge or comparable complaint 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 Entity. Since January 1; (D) there is no pending or, 2004to the Knowledge of the Company, threatened, and in the three (3) years preceding the date hereof has been no, work stoppages, strikes, slowdowns or other material labor disputes involving employees of the Company or any of its Subsidiaries; and (E) to the Knowledge of the Company, neither the Company nor any of its Subsidiaries has experienced is in material breach of any material collective bargaining agreement or other agreement with a labor disputes, union organization attempts or work stoppages, slowdowns or lockouts due to labor disagreementsorganization. (ii) Except as would notThe Company and its Subsidiaries have complied, individually or will have complied prior to the Closing, with any notice requirements contained in any collective bargaining agreement or similar agreement with a labor organization or applicable Law in connection with the aggregatetransactions contemplated by this Agreement. (iii) The Company and its Subsidiaries have complied in all material respects with all applicable Laws pertaining to the engagement, reasonably be expected employment or termination of services of employees, officers, directors, independent contractors or consultants, including, without limitation, all such applicable Laws relating to have a Material Adverse Effect: terms and conditions of employment, labor relations, wages and hours, social security, payroll, compensation, benefits, equal employment opportunities, worker classification (A) neither for any purpose including, without limitation, for Tax withholding purposes or Company Benefit Plan purposes), exempt or non-exempt status, workers’ compensation, human rights, mass layoffs, plant closings, fair employment practices, immigration, prohibited discrimination, employment and reemployment rights of members of the uniformed services and occupational health and safety. Neither the Company nor any of its Subsidiaries is delinquent liable in any material respect for any arrears of wages or any Taxes or penalties for failure to comply with any applicable Law with respect to reporting and withholding requirements involving wages, salaries or other payments to employees. The Company and its Subsidiaries have not closed any plant or facility or effectuated any layoffs of its employees for within the past three (3) years without complying with the Worker Adjustment and Retraining Notification Act, as amended, and any wagessimilar state or local statute, salariesrule or regulation (collectively, commissions“WARN”), bonuses nor has any plant closure or other direct compensation for any services performed for it or amounts required to be reimbursed to mass layoff (as such employees, (Bterms are defined under WARN) no employee of the Company at the officer level or above has given written notice with respect to the Company or any of its Subsidiaries that any such employee intends to terminate his been planned or her employment with announced for the future. Neither the Company or nor any of its SubsidiariesSubsidiaries is a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices. (Civ) The Company and its Subsidiaries will pay to its or their respective employees all salaries, wages, and vacation pay accrued and owed through the Effective Time. (v) To the Knowledge of the Company, no employee or former employee employees of the Company or any of its Subsidiaries is are in any material respect in violation of any term of any employment contractContract, nondisclosure non-disclosure agreement, common law nondisclosure obligations, non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Company or Company, any of its Subsidiaries or Parent, or to the use of trade secrets or proprietary information of others. (iii) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (A) each of the Company and its Subsidiaries is in compliance with all applicable Laws and collective bargaining agreements respecting employment and employment practices, terms and conditions of employment, wages and hours and occupational safety and health; and (B) each individual who renders services to the Company or any of its Subsidiaries who is classified by the Company or such subsidiary, as applicable, as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under Company Benefit Plans) is properly so characterized.

Labor Relations and Other Employment Matters. (ia) Since December 31As of the date of this Agreement, 2006, there has not been any adoption, amendment or termination by the Company or any of its Subsidiaries of any collective bargaining or other labor union Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound that covers any Company employees. None (1) none of the employees of the Company Bowater or any of its Subsidiaries are represented by any union with respect to their employment by the Company Bowater or such Subsidiary, and (2) there is no pending demand for recognition or certification to Bowater or any of its Subsidiaries by any labor organization or group of employees of the Company or any of its subsidiaries has made a pending demand for recognition or certification to the Company Bowater or any of its Subsidiaries and, and (3) to the Knowledge of the CompanyBowater, 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 any labor relations board or any other Governmental Entity. Since January 1, 2004, neither the Company nor tribunal or authority in any applicable jurisdiction with respect to Bowater or any of its Subsidiaries has experienced any material labor disputes, union organization attempts or work stoppages, slowdowns or lockouts due to labor disagreementsSubsidiaries. (iib) Except as would not, individually or in the aggregate, reasonably be expected to have a Bowater Material Adverse Effect: , (A1) no work stoppage, slowdown, lockout, labor strike, material arbitrations or other labor disputes against Bowater or any of its Subsidiaries are pending or, to the Knowledge of Bowater, threatened, (2) no unfair labor practice charges, grievances or complaints are pending or, to the Knowledge of Bowater, threatened against Bowater or any of its Subsidiaries, (3) neither the Company Bowater nor any of its Subsidiaries is delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses bonuses, vacation pay or other direct compensation for any services performed for it or amounts required to be reimbursed to such employees, and (B4) no employee of the Company at the officer level or above has given written notice to the Company or any of its Subsidiaries that any such employee intends to terminate his or her employment with the Company or any of its Subsidiaries, (C) to the Knowledge of the Company, no employee or former employee of the Company or any of its Subsidiaries is in any respect in violation of any term of any employment contract, nondisclosure agreement, common law nondisclosure obligations, non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Company or any of its Subsidiaries or to the use of trade secrets or proprietary information of others. (iii) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (A) each of the Company Bowater and its Subsidiaries is are in compliance with all applicable Laws Law, agreements, contracts, policies, plans and collective bargaining agreements respecting employment and programs relating to employment, employment practices, compensation, benefits, hours, terms and conditions of employment, wages pay equity rules, and hours and occupational safety and health; and (B) each individual who renders services the termination of employment, including any obligations pursuant to the Company or any Worker Adjustment and Retraining Notification Act of its Subsidiaries who is classified by the Company or such subsidiary, as applicable, as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under Company Benefit Plans) is properly so characterized1988.

Labor Relations and Other Employment Matters. (ia) Since December 31, 2006, there has not been any adoption, amendment or termination by the Company or any None of its Subsidiaries of any collective bargaining or other labor union Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound that covers any Company employees. None of the Subsidiaries’ employees of the Company or any of its Subsidiaries are represented by any union union, works council, labor organization, or other workers’ group (each, a “Labor Organization”) with respect to their employment by the Company it or such Subsidiary, and its Subsidiaries; no labor organization Labor Organization or group of employees of the Company or any of its subsidiaries has made a pending demand for recognition or certification to the Company it or any of its Subsidiaries and, to the Knowledge of the Company, has made a 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 Entity. Since January 1, 20042008, to its Knowledge, neither the Company it nor any of its Subsidiaries has experienced been subject to any material labor disputesorganizing attempts by any Labor Organization, union organization attempts or and there have been no strikes, work stoppages, slowdowns slowdowns, picketing, lockouts, or lockouts due to other organized labor disagreementsdisputes or disruptions. (iib) Except as would notNo unfair labor practice charges, individually grievances, arbitrations, administrative charges or in complaints are pending or, to its Knowledge, threatened against it or any of its Subsidiaries. As of the aggregatedate of this Agreement, reasonably be expected to have a Material Adverse Effect: (A) neither the Company nor no employee of it or any of its Subsidiaries is delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it or amounts required to be reimbursed to such employees, (B) no employee of the Company at the officer level or above has given written notice to the Company it or any of its Subsidiaries that any such employee intends to terminate his or her employment with the Company it or any of its Subsidiaries, (C) to the Knowledge of the Company. To its Knowledge, no employee or former employee of the Company it or any of its Subsidiaries is in any respect in violation of any term of any employment contract, nondisclosure agreement (including any agreement relating to Trade Secrets or proprietary information), non-solicitation agreement, common law nondisclosure obligations, non-competition agreement, or any other restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company with it or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Company or any of its Subsidiaries or to the use of trade secrets or proprietary information of others. (iii) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (A) each of the Company Subsidiaries. It and its Subsidiaries is have complied in compliance all material respects with all applicable Laws and collective bargaining agreements respecting employment and employment practicesrelating to its employees, including all Laws governing the terms and conditions of employment, wages the termination of employment, discrimination and hours harassment, wages, hours, compensation, benefits, reductions in force, mass layoffs, and occupational safety and health; and facility closings. (Bc) each individual who renders services to the Company or any Each of its Subsidiaries who is classified by the Company or such subsidiaryand its Subsidiaries’ employees has all work permits, as applicableimmigration permits, as having the status of an independent contractor visas or other non-authorizations required by Law for such employee status for any purpose (including for purposes given the duties and nature of taxation such employee’s employment and tax reporting Section 3.16(c) of its Disclosure Letter sets forth a true and under Company Benefit Plans) is properly so characterizedcomplete list of such work permits, immigration permits, visas or other authorizations currently held by its and its Subsidiaries’ employees.

Labor Relations and Other Employment Matters. (i) Since December 31Section 4.01(l)(i) of the Company Disclosure Letter sets forth a complete and accurate list, 2006as of the date of this Agreement, there has not been of all holders of outstanding Company Stock Options, Company Restricted Stock, Company RSUs and all Company Stock-Based Awards (other than Company RSUs), indicating with respect to each such award the Company Stock Plan under which it was granted, the number of shares of Company Common Stock subject to such award (based on a deemed achievement of performance awards at target, if applicable), and the exercise price (if applicable) and whether vested or unvested (other than vested Company Restricted Stock). (ii) The Company and its Subsidiaries have, whenever required by Law, duly informed and consulted each works’ council, or similar representative body, or otherwise satisfied in all material respects any adoptionapplicable procedural and substantive requirements vis-à-vis any applicable works’ council or similar representative body, amendment in connection with the entering into of this Agreement. (iii) (A) Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or termination other Contract or agreement with any labor organization, nor is any such Contract or agreement, as of the date of this Agreement, being negotiated or contemplated by the Company or any of its Subsidiaries Subsidiaries, (B) there is no existing union or, to the Knowledge of any collective bargaining or other the Company, as of the date of this Agreement, attempt by organized labor union Contract to which cause the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound that covers any Company employees. None of the employees of the Company or any of its Subsidiaries are represented by to recognize any union with respect to their employment by the Company or such Subsidiarycollective bargaining representative, and no labor organization or group of employees of the Company or any of its subsidiaries has made a pending demand for recognition or certification to the Company or any of its Subsidiaries and, to the Knowledge of the Company, there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending organizational effort is, as of the date of this Agreement, being made or threatened in writing on behalf of any labor union with respect to be brought or filed with the National Labor Relations Board or any other Governmental Entity. Since January 1, 2004, neither the Company nor any employees of its Subsidiaries has experienced any material labor disputes, union organization attempts or work stoppages, slowdowns or lockouts due to labor disagreements. (ii) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (A) neither the Company nor any of its Subsidiaries is delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it or amounts required to be reimbursed to such employees, (B) no employee of the Company at the officer level or above has given written notice to the Company or any of its Subsidiaries that any such employee intends to terminate his or her employment with the Company or any of its Subsidiaries, (C) to the Knowledge of the Companythere are, and since January 1, 2007 have been, no employee material work stoppages, strikes, slowdowns, warning strikes or former employee other disruptions by employees of the Company or any of its Subsidiaries is in any respect in violation of any term of any employment contract, nondisclosure agreement, common law nondisclosure obligations, non-competition agreement, or any restrictive covenant to a former employer relating to the right of any except for such employee to be employed by the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Company or any of its Subsidiaries or to the use of trade secrets or proprietary information of others. (iii) Except as would notevents that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Material Adverse Effect, and (D) neither the Company nor any of its Subsidiaries is, or since January 1, 2007 has been, in violation of any applicable U.S. or foreign labor Laws, except for those violations that individually or in the aggregate have not had and would not reasonably be expected to have a Material Adverse Effect. (iv) Except as, individually or in the aggregate, have not had, and would not reasonably be expected to have a Material Adverse Effect, (A) each of the Company and its Subsidiaries is in compliance have complied with all applicable Laws and collective bargaining agreements respecting employment and employment practicesworks agreements and all Laws, agreements, contracts, policies, plans and programs pertaining to the engagement or termination of services of employees, officers, directors or consultants, including all such Laws relating to terms and conditions of employment, labor relations, wages and hours hours, compensation, benefits, equal employment opportunities, fair employment practices, immigration, prohibited discrimination or distinction, employment and reemployment rights of members of the uniformed services and occupational safety and health; . The Company and its Subsidiaries have not closed any plant or facility or effectuated any layoffs of employees within the past three years without complying with all relevant laws, including the Worker Adjustment and Retraining Notification Act (Btogether with any similar state or local statute, rule or regulation, “WARN”), nor has any such closure or layoff been planned or announced for the future, except as individually or in the aggregate have not had and would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to, or otherwise bound by, any consent decree with, or citation by, any governmental authorities or agencies relating to employees or employment practices, except as individually or in the aggregate have not had and would not reasonably be expected to result in any material liability to the Company and its Subsidiaries. (v) Except as, individually or in the aggregate, have not had, and would not reasonably be expected to result in any material liability to the Company and its Subsidiaries, each individual who renders performs services to for the Company or any of its Subsidiaries and who is classified not treated as an employee for federal income tax purposes by the Company or such subsidiary, as applicable, as having the status of its Subsidiaries is not an independent contractor employee under applicable Law or other non-employee status for any purpose (including for Tax withholding purposes of taxation and tax reporting and under or Company Benefit Plans) is Plan purposes. Except as, individually or in the aggregate, have not had, and would not reasonably be expected to result in any material liability to the Company and its Subsidiaries, the Company and its Subsidiaries have no liability by reason of an individual who performs or performed services for the Company or its Subsidiaries in any capacity being improperly excluded from participating in a Company Benefit Plan. Except as, individually or in the aggregate, have not had, and would not reasonably be expected to result in any material liability of the Company and its Subsidiaries, each employee of the Company and its Subsidiaries has been properly so characterizedclassified as “exempt” or “nonexempt” under applicable Law.

Labor Relations and Other Employment Matters. (ia) Since December 31, 2006, there has not been any adoption, amendment or termination by the Company or any of its Subsidiaries of any collective bargaining or other labor union Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound that covers any Company employees. None of the BDC’s employees of the Company or any of its Subsidiaries are represented by any union Labor Organization with respect to their employment by the Company or such Subsidiary, and it; no labor organization Labor Organization or group of employees of the Company or any of its subsidiaries BDC has made a pending demand for recognition or certification to the Company or any of its Subsidiaries and, to the Knowledge of the Company, 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 Entity. Since January 1, 20042013, neither to the Company nor Knowledge of ATN, BDC has not been subject to any of its Subsidiaries has experienced organizing attempts by any material labor disputesLabor Organization, union organization attempts or and there have been no strikes, work stoppages, slowdowns slowdowns, picketing, lockouts or lockouts due to other organized labor disagreementsdisputes or disruptions or any threats of the same. (iib) Except as would notNo unfair labor practice charges, individually or in the aggregategrievances, reasonably be expected to have a Material Adverse Effect: (A) neither the Company nor any of its Subsidiaries is delinquent in payments to any of its employees for any wagesarbitrations, salariesadministrative charges, commissions, bonuses complaints or other direct compensation for any services performed for it or amounts required actions in respect of Bermuda Employment Law are pending or, to be reimbursed to such employeesthe Knowledge of ATN, (B) threatened against BDC. As of the date of this Agreement, no employee of the Company BDC at the officer level or above has given written notice to the Company or any of its Subsidiaries BDC that any such employee intends to terminate his or her employment with the Company or any of its Subsidiaries, (C) to BDC. To the Knowledge of the CompanyATN, no employee or former employee of the Company or any of its Subsidiaries BDC is in any respect in violation of any term of any employment contract, nondisclosure agreement (including any agreement relating to Trade Secrets or proprietary information), non-solicitation agreement, common law nondisclosure obligations, non-competition agreement, or any other restrictive covenant to a former employer with BDC. BDC has complied in all material respects with applicable Laws relating to its employees, including all Laws governing the right of any such employee to be employed by the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Company or any of its Subsidiaries or to the use of trade secrets or proprietary information of others. (iii) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (A) each of the Company and its Subsidiaries is in compliance with all applicable Laws and collective bargaining agreements respecting employment and employment practices, terms and conditions of employment, wages the termination of employment, discrimination and hours harassment, wages, hours, compensation, benefits, reductions in force, mass layoffs and occupational safety facility closings and health; has remitted all contributions or other amounts required to be paid thereunder. (c) ATN has made available before the execution of this Agreement true and complete copies of all Contracts and similar arrangements between BDC and senior management or other key employees. (Bd) each individual who renders services BDC’s employees have all work permits, immigration permits, visas or other authorizations required by Law for such employee given the duties and nature of such employee’s employment and Section 4.12(d) of the ATN Disclosure Letter sets forth a true and complete list of such work permits, immigration permits, visas or other authorizations currently held by BDC’s employees. (e) BDC is in material compliance with and has remitted all contributions or other amounts required to be made under the applicable Laws relating to its employees. As of the date hereof, there is no actual, pending or, to the Company Knowledge of ATN, threatened Legal Proceeding under or any in respect of its Subsidiaries who the applicable Laws relating to BDC’s employees and, to the Knowledge of ATN, there is classified by the Company no fact, matter or circumstance which would be likely to give rise to such subsidiary, as applicable, as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under Company Benefit Plans) is properly so characterizedLegal Proceeding.