Common use of Labor Relations (Employment Matters) Clause in Contracts

Labor Relations (Employment Matters). (a) There is no labor strike, dispute, slowdown, stoppage or lockout actually pending or, to the Company’s Knowledge, threatened against or affecting the Company or its Subsidiaries. Neither the Company nor any Subsidiary of the Company is a party to any collective bargaining agreements or similar labor agreements. The Company and its Subsidiaries are, and have at all relevant times been, in compliance in all material respects with all Applicable Laws respecting employment and employment practices, terms and conditions of employment, equal opportunity, nondiscrimination, immigration, labor, wages, hours of work and occupational safety and health, and are not engaged in any unfair labor practices as defined in the National Labor Relations Act or other Applicable Law. There is no charge or complaint of employment discrimination or harassment or other violation of Applicable Law or contract that has been filed against or submitted to the Company or its Representatives by or on behalf of employees or independent contractors of the Company that is currently pending or, to the Company’s Knowledge, threatened. The Company and its Subsidiaries have submitted all candidates for employment to the Hire Right program to confirm eligibility for employment in the United States where required by Applicable Law, and have not knowingly hired any individual whose work authorization in the United States was not confirmed by the Hire Right submission process. The Company and its Subsidiaries have not received any written notice that any Governmental Authority responsible for the enforcement of labor or employment laws, rules or regulations intends to conduct an investigation with respect to or relating to the Company or its Subsidiaries and, to the Company’s Knowledge, no such investigation is in progress. (b) Since December 31, 2018, neither the Company nor any of its Subsidiaries has effectuated a “mass layoff” as defined in the WARN Act affecting any site of employment or facility of the Company or its Subsidiaries. (c) Except as set forth on Schedule 3.24(c) of the Company Disclosure Schedule, neither the Company nor its Subsidiaries is a party to any Contract with respect to the employment or retention of any officer, director, employee or consultant that is not terminable at will and without any penalty or other severance or obligation. (d) Schedule 3.24(d) of the Company Disclosure Schedule sets forth a complete and accurate list of all employees of the Company and its Subsidiaries and their basic employment data (including, without limitation, with respect to each such employee, their name, job title, current salary or wage, total compensation for 2018, overtime exemption status, active or inactive status, location and date of hire). No individuals other than those set forth on Schedule 3.24(d) of the Company Disclosure Schedule are deemed employees of the Company or its Subsidiaries. Schedule 3.24(d) of the Company Disclosure Schedule also sets forth the name of each Person who currently provides, or who has within the prior twelve (12) month period provided, services to the Company or any of its Subsidiaries as an independent contractor, and in exchange for such services has received in excess of $25,000 from the Company or any of its Subsidiaries during the twelve months ended July 31, 2019. (e) None of the Company and its Subsidiaries has incurred any workers’ compensation liability outside of its ordinary course of business. (f) Except as set forth on Schedule 3.24(f) of the Company Disclosure Schedule, there are no non-solicitation, non-competition, or non-interference agreements between the Company or its Subsidiaries, on the one hand, and any current or former employee of the Company or its Subsidiaries, on the other hand. (g) Except as set forth on Schedule 3.24(g) of the Company Disclosure Schedule, to the Company’s Knowledge, there are no non-solicitation, non-competition, or non-interference agreements between any current employees of the Company or its Subsidiaries and any third party.

Labor Relations (Employment Matters). (a) There is no labor strike, dispute, slowdown, stoppage or lockout actually pending or, to the CompanyHSB’s Knowledge, threatened against or affecting the Company HSB or any of its Subsidiaries. Neither the Company HSB nor any Subsidiary of the Company its Subsidiaries is a party to any collective bargaining agreements or similar labor agreementsagreements and, to HSB’s Knowledge, there are no organizing efforts by any union or other group seeking to represent any employees of HSB or any of its Subsidiaries. The Company HSB and each of its Subsidiaries areis, and have has at all relevant times been, in compliance in all material respects with all Applicable Laws respecting employment and employment practices, terms and conditions of employment, equal opportunity, nondiscrimination, immigration, labor, wages, hours of work and occupational safety and health, and are is not engaged in any unfair labor practices as defined in the National Labor Relations Act or other Applicable Law. There is no charge or complaint Neither HSB nor any of employment discrimination or harassment or other violation of Applicable Law or contract that has been filed against or submitted to the Company or its Representatives by or on behalf of employees or independent contractors of the Company that is currently pending or, to the Company’s Knowledge, threatened. The Company and its Subsidiaries have submitted all candidates for employment to the Hire Right program to confirm eligibility for employment in the United States where required by Applicable Law, and have not knowingly hired any individual whose work authorization in the United States was not confirmed by the Hire Right submission process. The Company and its Subsidiaries have not has received any written notice that any Governmental Authority responsible for the enforcement of labor or employment laws, rules or regulations Laws intends to conduct an investigation with respect to or relating to the Company or HSB and its Subsidiaries and, to the CompanyHSB’s Knowledge, no such investigation is in progress. (b) Since December 31the Balance Sheet Date, 2018, neither the Company nor any of its Subsidiaries HSB has not effectuated a “mass layoff” or “plant closing” as defined in the WARN Act affecting any site of employment or facility of the Company HSB or its Subsidiaries. (c) Except as set HSB Disclosure Schedule 3.25(c) sets forth on Schedule 3.24(c) each Contract to which HSB or any of the Company Disclosure Schedule, neither the Company nor its Subsidiaries is a party to any Contract with respect to the employment or retention of any officer, director, employee or consultant that is not terminable at will and without any penalty or other severance or obligation. (d) Schedule 3.24(d) of the Company Disclosure Schedule sets forth a complete and accurate list of all employees of the Company and its Subsidiaries and their basic employment data (including, without limitation, with respect to each such employee, their name, job title, current salary or wage, total compensation for 2018, overtime exemption status, active or inactive status, location and date of hire). No individuals other than those set forth on Schedule 3.24(d) of the Company Disclosure Schedule are deemed employees of the Company or its Subsidiaries. Schedule 3.24(d) of the Company Disclosure Schedule also sets forth the name of each Person who currently provides, or who has within the prior twelve (12) month period provided, services to the Company or any of its Subsidiaries as an independent contractor, and in exchange for such services has received in excess of $25,000 from the Company or any of its Subsidiaries during the twelve months ended July 31, 2019. (e) None of the Company and its Subsidiaries has incurred any workers’ compensation liability outside of its ordinary course of business. (f) Except as set forth on Schedule 3.24(f) of the Company Disclosure Schedule, there are no non-solicitation, non-competition, or non-interference agreements between the Company or its Subsidiaries, on the one hand, and any current or former employee of the Company or its Subsidiaries, on the other hand. (g) Except as set forth on Schedule 3.24(g) of the Company Disclosure Schedule, to the CompanyTo HSB’s Knowledge, there are no non-solicitation, non-competition, non-disclosure or non-interference agreements between any current employees of the Company HSB or any of its Subsidiaries and any third party. (e) HSB and each of its Subsidiaries have made all required payments due to employees and to its respective unemployment compensation reserve accounts with the appropriate Governmental Authorities of the jurisdictions where either HSB or the respective Subsidiary is required to maintain such accounts.

Labor Relations (Employment Matters). (a) There is no labor strike, dispute, slowdown, stoppage or lockout actually pending or, to the CompanyCABF’s Knowledge, threatened against or affecting the Company CABF or its Subsidiaries. Neither the Company CABF nor any Subsidiary of the Company CABF is a party to any collective bargaining agreements or similar labor agreements. The Company CABF and its Subsidiaries are, and have at all relevant times been, in compliance in all material respects with all Applicable Laws respecting employment and employment practices, terms and conditions of employment, equal opportunity, nondiscrimination, immigration, labor, wages, hours of work and occupational safety and health, and are is not engaged in any unfair labor practices as defined in the National Labor Relations Act or other Applicable Law. There is no charge or complaint of employment discrimination or harassment or other violation of Applicable Law or contract that has been filed against or submitted to the Company or its Representatives by or on behalf of employees or independent contractors of the Company that is currently pending or, to the Company’s Knowledge, threatened. The Company CABF and its Subsidiaries have submitted all candidates for employment to the Hire Right federal e-Verify program to confirm eligibility for employment in the United States where required by Applicable Law, and have not knowingly hired any individual whose work authorization in the United States was not confirmed by the Hire Right e-Verify submission process. The Company CABF and its Subsidiaries have not received any written notice that any Governmental Authority responsible for the enforcement of labor or employment laws, rules or regulations intends to conduct an investigation with respect to or relating to the Company CABF or its Subsidiaries and, to the CompanyCABF’s Knowledge, no such investigation is in progress. (b) Since December 31, 2018the Balance Sheet Date, neither the Company CABF nor any of its Subsidiaries has effectuated a “mass layoff” as defined in the WARN Act affecting any site of employment or facility of the Company CABF or its Subsidiaries. (c) Except as set forth on Schedule 3.24(c3.25(c) of the Company CABF Disclosure Schedule, neither the Company nor CABF or its Subsidiaries is a party to any Contract with respect to the employment or retention of any officer, director, employee or consultant that is not terminable at will and without any penalty or other severance or obligation. (d) Schedule 3.24(d) of the Company Disclosure Schedule sets forth CABF has made available to Parent a complete and accurate list of all employees of the Company CABF and its Subsidiaries and their basic employment data (including, without limitation, with respect to each such employee, their name, job title, current salary or wage, total compensation for 2018, overtime exemption status, active or inactive status, location 2017 and date of hire). No individuals other than those set forth on Schedule 3.24(d) of the Company Disclosure Schedule such list are deemed employees of the Company CABF or its Subsidiaries. Schedule 3.24(d) of the Company Disclosure Schedule also sets forth the name of each Person who currently provides, or who has within the prior twelve (12) month period provided, services to the Company or any of its Subsidiaries as an independent contractor, and in exchange for such services has received in excess of $25,000 from the Company or any of its Subsidiaries during the twelve months ended July 31, 2019. (e) None of the Company CABF and its Subsidiaries has incurred any workers’ compensation liability outside of its ordinary course of business. (f) Except as set forth on Schedule 3.24(f3.25(f) of the Company CABF Disclosure Schedule, there are no employment agreements, severance agreements or other employment arrangements to which CABF or a Subsidiary of CABF is a party. (g) Except as set forth on Schedule 3.25(g) of the CABF Disclosure Schedule, there are no non-solicitation, non-competition, or non-disclosure, non-interference agreements between the Company CABF or its Subsidiaries, on the one hand, a Subsidiary of CABF and any current or former employee of the Company CABF or its Subsidiaries, on the other handa Subsidiary of CABF. (gh) Except as set forth on Schedule 3.24(g) of the Company Disclosure Schedule3.25(h), to the CompanyCABF’s Knowledge, there are no non-solicitation, non-competition, or non-disclosure, non-interference agreements between any of current employees of the Company CABF or its Subsidiaries and any third party.

Labor Relations (Employment Matters). (a) There The Company: (i) is not a party to, and no Site Employees are covered by, any collective bargaining agreement or other labor strikeunion contract, disputeand, slowdownto the Knowledge of Seller, stoppage there are no organizational campaigns, petitions or lockout actually other unionization activities involving Site Employees seeking recognition of a collective bargaining unit; (ii) is not subject to any strikes, material slowdowns or material work stoppages pending or, to the Company’s KnowledgeKnowledge of Seller, threatened against or affecting between the Company and any Person or its Subsidiaries. Neither involving Site Employees; or (iii) has not taken any action with respect to the Company nor any Subsidiary transactions contemplated by this Agreement that would reasonably be expected to constitute a “mass layoff” or “plant closing” within the meaning of the Company Workers Adjustment Retraining Notification (WARN) Act of 1989. (b) Seller and each of its Affiliates, including the Company: (i) is a party to any collective bargaining agreements or similar labor agreements. The Company and its Subsidiaries are, and have at all relevant times been, in compliance in all material respects with all Applicable applicable Laws respecting employment and with respect to employment, employment practices, terms and conditions of employment and wages and hours, in each case, with respect to Site Employees; (ii) has withheld and reported all material amounts required by Law or by agreement to be withheld and reported with respect to the wages, salaries and other payments to the Site Employees by virtue of employment, equal opportunitythe transactions specifically contemplated by this Agreement or otherwise; (iii) is not liable for any material arrears of wages or any Taxes or any material penalty for failure to comply with any of the foregoing; and (iv) is not liable for any material payment to any trust or other fund or to any Governmental Authority, nondiscriminationwith respect to unemployment compensation benefits, immigration, labor, wages, hours of work and occupational safety and health, and are not engaged in any unfair labor practices as defined social security or other benefits or obligations for the Site Employees (other than routine payments to be made in the National Labor Relations Act or other Applicable Lawnormal course of business and consistent with past practice). There is are no charge or complaint of employment discrimination or harassment or other violation of Applicable Law or contract that has been filed against or submitted to the Company or its Representatives by or on behalf of employees or independent contractors of the Company that is currently pending or, to the Company’s KnowledgeKnowledge of Seller, threatened. The Company and its Subsidiaries have submitted all candidates for employment to the Hire Right program to confirm eligibility for employment in the United States where required by Applicable Law, and have not knowingly hired any individual whose work authorization in the United States was not confirmed by the Hire Right submission process. The Company and its Subsidiaries have not received any written notice that any Governmental Authority responsible for the enforcement of labor material threatened claims or employment laws, rules or regulations intends to conduct an investigation with respect to or relating to the Company or its Subsidiaries and, to the Company’s Knowledge, no such investigation is in progress. (b) Since December 31, 2018, neither the Company nor any of its Subsidiaries has effectuated a “mass layoff” as defined in the WARN Act affecting any site of employment or facility of the Company or its Subsidiaries. (c) Except as set forth on Schedule 3.24(c) of the Company Disclosure Schedule, neither the Company nor its Subsidiaries is a party to any Contract with respect to the employment or retention of any officer, director, employee or consultant that is not terminable at will and without any penalty or other severance or obligation. (d) Schedule 3.24(d) of the Company Disclosure Schedule sets forth a complete and accurate list of all employees of the Company and its Subsidiaries and their basic employment data (including, without limitation, with respect to each such employee, their name, job title, current salary or wage, total compensation for 2018, overtime exemption status, active or inactive status, location and date of hire). No individuals other than those set forth on Schedule 3.24(d) of the Company Disclosure Schedule are deemed employees of the Company or its Subsidiaries. Schedule 3.24(d) of the Company Disclosure Schedule also sets forth the name of each Person who currently provides, or who has within the prior twelve (12) month period provided, services to the Company actions against Seller or any of its Subsidiaries as an independent contractorAffiliates, and in exchange for such services has received in excess of $25,000 from the Company or any of its Subsidiaries during the twelve months ended July 31, 2019. (e) None of the Company and its Subsidiaries has incurred any workers’ compensation liability outside of its ordinary course of business. (f) Except as set forth on Schedule 3.24(f) of the Company Disclosure Schedule, there are no non-solicitation, non-competition, or non-interference agreements between the Company or its Subsidiaries, on the one hand, and any current or former employee of the Company or its Subsidiaries, on the other hand. (g) Except as set forth on Schedule 3.24(g) of the Company Disclosure Schedule, to including the Company, under any worker’s Knowledge, there are no non-solicitation, non-competition, compensation policy or non-interference agreements between long term disability policy with respect to any current employees of the Company or its Subsidiaries and any third party.Site Employees

Labor Relations (Employment Matters). (a) There is no labor strike, dispute, slowdown, stoppage or lockout actually pending or, to the CompanyBKYF’s Knowledge, threatened against or affecting the Company BKYF or any of its Subsidiaries. Neither the Company BKYF nor any Subsidiary of the Company its Subsidiaries is a party to any collective bargaining agreements or similar labor agreementsagreements and to BKYF’s knowledge there are no organizing efforts by any union or other group seeking to represent any employees of BKYF or any of its Subsidiaries. The Company BKYF and each of its Subsidiaries areis, and have has at all relevant times been, in compliance in all material respects with all Applicable Laws respecting employment and employment practices, terms and conditions of employment, equal opportunity, nondiscrimination, immigration, labor, wages, hours of work and occupational safety and health, and are is not engaged in any unfair labor practices as defined in the National Labor Relations Act or other Applicable Law. There is no charge or complaint Neither BKYF nor any of employment discrimination or harassment or other violation of Applicable Law or contract that has been filed against or submitted to the Company or its Representatives by or on behalf of employees or independent contractors of the Company that is currently pending or, to the Company’s Knowledge, threatened. The Company and its Subsidiaries have submitted all candidates for employment to the Hire Right program to confirm eligibility for employment in the United States where required by Applicable Law, and have not knowingly hired any individual whose work authorization in the United States was not confirmed by the Hire Right submission process. The Company and its Subsidiaries have not has received any written notice that any Governmental Authority responsible for the enforcement of labor or employment laws, rules or regulations intends to conduct an investigation with respect to or relating to the Company or BKYF and its Subsidiaries and, to the CompanyBKYF’s Knowledge, no such investigation is in progress. (b) Since December 31the Balance Sheet Date, 2018, neither the Company nor any of its Subsidiaries BKYF has not effectuated a “mass layoff” or “plant closing” as defined in the WARN Act affecting any site of employment or facility of the Company BKYF or its Subsidiaries. (c) Except as set forth on Schedule 3.24(c) of the Company Disclosure Schedule3.25(c), neither the Company nor its Subsidiaries BKYF is not a party to any Contract with respect to the employment or retention of any officer, director, employee or consultant that is not terminable at will and without any penalty or other severance or obligation. (d) Schedule 3.24(d) of the Company Disclosure Schedule sets forth a complete and accurate list of all employees of the Company and its Subsidiaries and their basic employment data (including, without limitation, with respect to each such employee, their name, job title, current salary or wage, total compensation for 2018, overtime exemption status, active or inactive status, location and date of hire). No individuals other than those set forth on Schedule 3.24(d) of the Company Disclosure Schedule are deemed employees of the Company or its Subsidiaries. Schedule 3.24(d) of the Company Disclosure Schedule also sets forth the name of each Person who currently provides, or who has within the prior twelve (12) month period provided, services to the Company or any of its Subsidiaries as an independent contractor, and in exchange for such services has received in excess of $25,000 from the Company or any of its Subsidiaries during the twelve months ended July 31, 2019. (e) None of the Company and its Subsidiaries has incurred any workers’ compensation liability outside of its ordinary course of business. (f) Except as set forth on Schedule 3.24(f) of the Company Disclosure Schedule, there are no non-solicitation, non-competition, or non-interference agreements between the Company or its Subsidiaries, on the one hand, and any current or former employee of the Company or its Subsidiaries, on the other hand. (g) Except as set forth on Schedule 3.24(g) of the Company Disclosure Schedule3.25(d), to the CompanyBKYF’s Knowledge, there are no non-solicitation, non-competition, or non-disclosure, non-interference agreements between any current employees of the Company BKYF or any of its Subsidiaries and any third party. (e) BKYF and each of its Subsidiaries have made all required payments due to employees and to its respective unemployment compensation reserve accounts with the appropriate federal, state, local, and foreign governments (and all agencies thereof) of the jurisdictions where either BKYF or the respective Subsidiary is required to maintain such accounts.