Common use of Labor Relations; Compliance Clause in Contracts

Labor Relations; Compliance. Neither USX Holdings nor Kobe Holdings has at any time had any employees. Except as set forth in Section 6.15 of the Disclosure Letter: (i) there is no labor strike, slowdown, work stoppage, dispute, lockout or other labor controversy in effect or, to the USX/Kobe Parties' Knowledge, threatened involving the employees of USS/Kobe, and USS/Kobe has not experienced any such labor controversy within the past three years, (ii) no grievance is pending or, to the USX/Kobe Parties' Knowledge, threatened which, if adversely decided, would have a USS/Kobe Material Adverse Effect, (iii) USS/Kobe has paid in full to all employees of USS/Kobe all currently accrued and payable wages, salaries, commissions, bonuses and other material compensation due to such employees in accordance with the payroll practices of USS/Kobe currently in effect and applicable, (iv) USS/Kobe will not have any material liability for severance benefits payable to a USS/Kobe employee whose employment continues after the Closing with RTI Opco or any of its Subsidiaries or NewTube immediately following the Closing under any USS/Kobe Plan as a result of or in connection with the Contemplated Transactions and (v) USS/Kobe is not presently negotiating a collective bargaining agreement or other Contract with any labor organization or other representative of any of USS/Kobe's employees (other than as expressly contemplated by this Agreement). Neither USS/Kobe nor any of its Affiliates is subject to any bargaining obligations with any labor organization (including without limitation the USWA) under any Legal Requirement, collective bargaining agreement or otherwise in connection with the Contemplated Transactions, or is required to obtain any agreements of any labor organizations to the changes in corporate structure involved in the Contemplated Transactions, in each case other than any such obligations or requirements which will have been satisfied upon receipt of the NewTube Labor Agreement Ratification and the RTI Labor Agreement Ratification.

Labor Relations; Compliance. Neither USX Holdings nor Kobe Holdings has at any time had any employees. Except as set forth in Section 6.15 7.15 of the Disclosure LetterLetter or as identified in the BarTech Public Filings: (i) there is no labor strike, slowdown, work stoppage, dispute, lockout or other labor controversy in effect or, to the USX/Kobe Parties' BarTech's Knowledge, threatened involving the employees of USS/KobeBarTech or any of its Subsidiaries, and USS/Kobe has BarTech and its Subsidiaries have not experienced any such labor controversy within the past three years, (ii) no grievance is pending or, to the USX/Kobe Parties' BarTech's Knowledge, threatened which, if adversely decided, would have a USS/Kobe BarTech Material Adverse Effect, (iii) USS/Kobe has BarTech and each of its Subsidiaries have paid in full to all employees of USS/Kobe BarTech all currently accrued and payable wages, salaries, commissions, bonuses bonuses, and other material compensation due to such employees in accordance with the payroll practices of USS/Kobe BarTech and its Subsidiaries currently in effect and applicable, (iv) USS/Kobe BarTech and its Subsidiaries will not have any material liability for severance benefits payable to a USS/Kobe employee whose employment continues after the Closing with RTI Opco or any of its Subsidiaries or NewTube immediately following the Closing under any USS/Kobe BarTech Plan as a result of or in connection with the Contemplated Transactions and (v) USS/Kobe is BarTech and its Subsidiaries are not presently negotiating a collective bargaining agreement or other Contract with any labor organization or other representative of any of USS/Kobe's their employees (other than as expressly contemplated by this Agreement). Neither USS/Kobe BarTech nor any of its Affiliates is subject to any bargaining obligations with any labor organization (including without limitation the USWA) under any Legal Requirement, collective bargaining agreement or otherwise in connection with the Contemplated Transactions, or is required to obtain any agreements of any labor organizations to the changes in corporate structure involved in the Contemplated Transactions, in each case other than any such obligations or requirements which will have been satisfied upon receipt of the NewTube Labor Agreement Ratification and the RTI Labor Agreement Ratification.

Labor Relations; Compliance. Neither USX Holdings nor Kobe Holdings has at any time had any employees. Except as set forth in Section 6.15 8.15 of the Disclosure LetterLetter or as identified in the RESI Public Filings: (i) there is no labor strike, slowdown, work stoppage, dispute, lockout or other labor controversy in effect or, to the USX/Kobe Republic Parties' Knowledge, threatened involving the employees of USS/KobeRES Holding or any of its Subsidiaries, and USS/Kobe has RES Holding and its Subsidiaries have not experienced any such labor controversy within the past three years, (ii) no grievance is pending or, to the USX/Kobe Republic Parties' Knowledge, threatened which, if adversely decided, would have a USS/Kobe RES Holding Material Adverse Effect, (iii) USS/Kobe has RES Holding and its Subsidiaries have paid in full to all of their employees of USS/Kobe all currently accrued and payable wages, salaries, commissions, bonuses and other material compensation due to such employees in accordance with the payroll practices of USS/Kobe RES Holding and its Subsidiaries currently in effect and applicableapplicable law, (iv) USS/Kobe RES Holding and its Subsidiaries will not have any material liability for severance benefits payable to a USS/Kobe employee whose employment continues after the Closing with RTI Opco or any of its Subsidiaries or NewTube immediately following the Closing under any USS/Kobe RESI Plan as a result of or in connection with the Contemplated Transactions and (v) USS/Kobe is RES Holding and its Subsidiaries are not presently negotiating a collective bargaining agreement or other Contract with any labor organization or other representative of any of USS/Kobe's their employees (other than as expressly contemplated by this Agreement). Neither USS/Kobe RES Holding nor any of its Affiliates is subject to any bargaining obligations with any labor organization (including without limitation the USWA) under any Legal Requirement, collective bargaining agreement or otherwise in connection with the Contemplated Transactions, or is required to obtain any agreements of any labor organizations to the changes in corporate structure involved in the Contemplated Transactions, in each case other than any such obligations or requirements which will have been satisfied upon receipt of the NewTube Labor Agreement Ratification and the RTI Labor Agreement Ratification.

Labor Relations; Compliance. Neither USX Holdings nor Kobe Holdings has at any time had any employees. Except as set forth in Section 6.15 of Part 3.21 to the Disclosure Letter: (i) , since inception the Company has not been or is a party to any collective bargaining or other labor Contract. Since inception there has not been, there is no labor not presently pending or existing, and to Sellers' Knowledge, there is not Threatened, (a) any strike, slowdown, picketing, work stoppage, disputeor employee grievance process, lockout (b) any Proceeding against or affecting the Company relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor controversy or employment dispute against or affecting the Company or its premises, or (c) any application for certification of a collective bargaining agent. Local 208, since assumed by Local 5 International Association of Heat and Frost Insulators and Asbestos Workers and Local 882 Laborers International Union of North America is prepared to execute a xxxxxxxxxx xxxxxxxxxx xxxxxxxxx xxxx xxx Xxxxxxx in effect or, the form and substance of such agreement previously delivered by Sellers to Buyer . To the USX/Kobe PartiesSellers' Knowledge, threatened involving no event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees of USS/Kobeby the Company, and USS/Kobe has not experienced any no such labor controversy within action is contemplated by the past three years, (ii) no grievance is pending or, to Company. To the USX/Kobe PartiesSellers' Knowledge, threatened whichthe Company has complied in all material respects with all Legal Requirements relating to employment, if adversely decidedequal employment opportunity, would have a USS/Kobe Material Adverse Effectnondiscrimination, (iii) USS/Kobe has paid in full to all employees of USS/Kobe all currently accrued and payable immigration, wages, salarieshours, commissionsbenefits, bonuses collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing. The Company is not liable for the payment of any compensation, damages, taxes, fines, penalties, or other material compensation due amounts, however designated, for failure to such employees in accordance comply with the payroll practices of USS/Kobe currently in effect and applicable, (iv) USS/Kobe will not have any material liability for severance benefits payable to a USS/Kobe employee whose employment continues after the Closing with RTI Opco or any of its Subsidiaries or NewTube immediately following the Closing under any USS/Kobe Plan foregoing Legal Requirements, except for as a result of or in connection with set forth on the Contemplated Transactions and (v) USS/Kobe is not presently negotiating a collective bargaining agreement or other Contract with any labor organization or other representative of any of USS/Kobe's employees (other than as expressly contemplated by this Agreement). Neither USS/Kobe nor any of its Affiliates is subject to any bargaining obligations with any labor organization (including without limitation the USWA) under any Legal Requirement, collective bargaining agreement or otherwise in connection with the Contemplated TransactionsOctober Balance Sheet, or is required to obtain any agreements of any labor organizations to be set forth on the changes in corporate structure involved in the Contemplated Transactions, in each case other than any such obligations or requirements which will have been satisfied upon receipt of the NewTube Labor Agreement Ratification and the RTI Labor Agreement RatificationFinal October Balance Sheet.

Labor Relations; Compliance. Neither USX Holdings nor Kobe Holdings (a) Part 4.19 of the Disclosure Letter contains a complete list of any collective bargaining Contract to which any Acquired Company has at any time had any employeesbeen a party since January 1, 1994 or is a party. Each applicable Acquired Company is in full compliance with and has performed all of its obligations under, all collective bargaining Contracts to which it is a party or by which it is bound. (b) Except as set forth in Section 6.15 on Part 4.19 of the Disclosure Letter: , (i) No grievance or arbitration proceeding arising out of or under any collective bargaining Contracts is pending or has been Threatened and to the Knowledge of the Acquired Companies no basis for any such grievance or arbitration proceeding exists; (ii) Since January 1, 1994 there has not been, there is no labor not presently pending or existing, and there is not presently Threatened: (A) any strike, slowdown, picketing, or work stoppage, (B) any Proceeding against or affecting any Acquired Company relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, disputeincluding any charge or complaint filed by an employee or union with the National Labor Relations Board, lockout the Equal Employment Opportunity Commission, Occupational Safety and Health Administration or other labor controversy in effect any comparable Governmental Body, or (C) any application for certification of a collective bargaining agent or, to the USX/Kobe Parties' KnowledgeKnowledge of the Acquired Companies, threatened involving any union organizing activity against or affecting any Acquired Company. (c) To the Knowledge of the Acquired Companies, no event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute other than business conditions generally. (d) There is no lockout of any employees of USS/Kobeby any Acquired Company, and USS/Kobe no such action is contemplated by any Acquired Company. (e) Each Acquired Company has not experienced any such labor controversy within the past three yearscomplied in all respects with all Legal Requirements relating to employment, (ii) no grievance is pending orequal employment opportunity, to the USX/Kobe Parties' Knowledgenondiscrimination, threatened whichimmigration, if adversely decided, would have a USS/Kobe Material Adverse Effect, (iii) USS/Kobe has paid in full to all employees of USS/Kobe all currently accrued and payable wages, salarieshours, commissionsbenefits, bonuses collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing. No Acquired Company is liable for the payment of any compensation, damages, taxes, fines, penalties, or other material compensation due amounts, however designated, for failure to such employees in accordance comply with any of the payroll practices of USS/Kobe currently in effect and applicable, foregoing Legal Requirements. (ivf) USS/Kobe will not have No Contract imposes restrictions on any material liability for severance benefits payable to a USS/Kobe employee whose employment continues after the Closing with RTI Opco Acquired Company from relocating or closing any of its Subsidiaries facilities or NewTube immediately following the Closing under any USS/Kobe Plan as a result of requires prior notice, consultation or bargaining in connection with the Contemplated Transactions and (v) USS/Kobe is not presently negotiating a collective bargaining agreement or other Contract with any labor organization or other representative of any of USS/Kobe's employees (other than as expressly contemplated by this Agreement). Neither USS/Kobe nor any of its Affiliates is subject therewith in addition to any bargaining obligations with any labor organization (including without limitation the USWA) under any Legal Requirement, collective bargaining agreement or otherwise in connection with the Contemplated Transactions, or is required to obtain any agreements of any labor organizations to the changes in corporate structure involved in the Contemplated Transactions, in each case other than any such obligations or requirements which will have been satisfied upon receipt of the NewTube Labor Agreement Ratification and the RTI Labor Agreement Ratificationrestrictions imposed by law.

Labor Relations; Compliance. Neither USX Holdings nor Kobe Holdings (a) To the Seller’s Knowledge, except for Rxxxxx X. Xxxxxxxx, Xx. and Rxxxxxx X. Xxxxxxxx, no key employee and no group of employees of Seller has at any time had any employeesplans to terminate or modify his or her status as an employee of the Business, including upon consummation of the transactions contemplated hereby. Except as set forth in Section 6.15 of on the Disclosure Letter: (i) Schedule 4.11, there is are no labor strike, slowdown, work stoppage, dispute, lockout or other labor controversy in effect or, to the USX/Kobe Parties' Knowledge, threatened involving the employees of USS/Kobe, and USS/Kobe has not experienced any such labor controversy within the past three years, (ii) no grievance is Proceedings pending or, to the USX/Kobe Parties' Seller’s Knowledge, threatened whichagainst Seller with respect to or by any employee or former employee of the Business and, if adversely decidedto the Seller’s Knowledge, would have there are no Proceedings pending or threatened against any employees or former employee of the Business. Seller has not experienced any strikes, grievances, claims of unfair labor practices or other collective bargaining disputes. Seller has not engaged in any unfair labor practices. There is no collective bargaining agreement or relationship with any labor organization, and, to the Seller’s Knowledge, there are no organizational efforts presently made or threatened by or on behalf of any labor union with respect to the Business. (b) Schedule 4.11(b) contains a USS/Kobe Material Adverse Effecttrue, complete and accurate list of each of Seller's employees employed in the Business as of the date of this Agreement, including all active employees and any other employees, including employees inactive as of the date of this Agreement for any reason (iii) USS/Kobe has paid in full to all employees of USS/Kobe all currently accrued and payable wages, salaries, commissions, bonuses and other material compensation due to such employees in accordance with the payroll practices of USS/Kobe currently in effect and applicable, (iv) USS/Kobe will not have any material liability for severance benefits payable to a USS/Kobe employee whose employment continues after the Closing with RTI Opco or any of its Subsidiaries or NewTube immediately following the Closing under any USS/Kobe Plan including as a result of layoff, leave of absence, disability, illness or in connection injury) (each such Person, a “Business Employee”), and with respect to each such Business Employee as of the Contemplated Transactions date hereof, his or her date(s) of hire by Seller, position and title (v) USS/Kobe is not presently negotiating a collective bargaining agreement or other Contract with any labor organization or other representative if any), current rate of any of USS/Kobe's employees (other than as expressly contemplated by this Agreement). Neither USS/Kobe nor any of its Affiliates is subject to any bargaining obligations with any labor organization compensation (including without limitation bonuses, commissions and incentive compensation, if any), whether such employee is hourly or salaried, whether such employee is exempt or non-exempt, whether such employee is absent from active employment and, if so, the USWAdate such employee became inactive, the reason for such inactive status and, if applicable, the anticipated date of return to active employment. (c) under The Seller has not implemented any Legal Requirementplant closing or layoff of employees that could implicate the WARN Act, collective bargaining agreement and no such action will be implemented on or otherwise in connection with the Contemplated Transactions, or is required to obtain any agreements of any labor organizations prior to the changes in corporate structure involved in the Contemplated Transactions, in each case other than any such obligations or requirements which will have been satisfied upon receipt of the NewTube Labor Agreement Ratification and the RTI Labor Agreement RatificationClosing without advance notification to Buyer.