Common use of Labor Relations Clause in Contracts

Labor Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all Applicable Laws relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of the Subsidiaries (A) is in compliance, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries relating to Occupational Laws, and the Company does not have knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedings.

Labor Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no effort is underway to unionize or organize the employees of the Company or any Subsidiary. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The There is no employment-related charge, complaint, grievance, investigation, inquiry or obligation of any kind including workers’ compensation liability matters, pending, or to the Company’s knowledge, threatened, relating to an alleged violation or breach by the Company and or its Subsidiaries are in compliance with all Applicable Laws relating to employment and employment practicesof any law, terms and conditions of employment and wages and hours, except where the failure to be in compliance could notregulation or contract that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of the Subsidiaries . (Ai) is in compliance, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to To the Company’s knowledge (A) no allegations of sexual harassment, threatened against sexual misconduct or discrimination, whether such discrimination arises from race, ethnic background, sex, gender status, age or otherwise (“Misconduct”) have been made involving any current or former director, officer, or independent contractor of the Company or any of its Subsidiaries relating to Occupational Laws, and Subsidiaries, (B) neither the Company does not nor any of its Subsidiaries have knowledge entered into any settlement agreements related to allegations of Misconduct by any factscurrent/current or former director, circumstances officer, employee, or developments relating to independent contractor of the Company or any of its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedingsSubsidiaries.

Labor Relations. No There (a) is no unfair labor dispute exists practice complaint pending against the Borrower or any of its Subsidiaries or, to the knowledge of any Responsible Officer, threatened against any of them, before the National Labor Relations Board (or any successor United States federal agency that administers the National Labor Relations Act), and no grievance or arbitration proceeding arising out of or under any collective bargaining agreement is so pending against the Borrower or any of its Subsidiaries or, to the knowledge of any Responsible Officer, threatened against any of them, (b) are no strikes, lockouts, slowdowns or stoppage against the Borrower or any Subsidiary pending or, to the knowledge of the CompanyBorrower, is imminent threatened and (c) no union representation petition existing with respect to any of the employees of the CompanyBorrower or any of its Subsidiaries and no union organizing activities are taking place, which in each case, that could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all Applicable Laws relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could notExcept for matters that, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect, the hours worked by and payments made to employees of the Borrowers and the Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable federal, state, provincial, local or foreign law dealing with such matters. The Company and each consummation of the Subsidiaries (A) Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which the Borrower or any Subsidiary is in compliancebound. As of the date of this Agreement, in all material respects, with Applicable Laws (including pursuant to there are no collective bargaining agreements or Multiemployer Plans covering the Occupational Health and Safety Act or its foreign equivalents) relating to employees of the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against the Company Borrower or any of its Subsidiaries relating to Occupational Laws, and the Company does not have knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedingsSubsidiaries.

Labor Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing mattersmatters that would reasonably be expected to have a Material Adverse Effect. The Company and its Subsidiaries are in compliance with all Applicable Laws relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of the Subsidiaries (A) is in compliance, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries relating to Occupational Laws, and the Company does not have knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedings.

Labor Relations. No labor dispute exists or, Except as set forth in the Company SEC Documents filed prior to the knowledge of the Company, is imminent with respect to any of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and date hereof: (i) neither the Company nor any of its Subsidiaries is a party to a to, or bound by, any material collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization (other than contracts or other agreements or understandings with labor unions or labor organizations in connection with products and the Company services offered and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of sold to such unions and organizations by the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject its Subsidiaries); (ii) neither the Company or nor any of its Subsidiaries is the subject of any proceeding asserting that it or any Subsidiary has committed an unfair labor practice or sex, age, race or other discrimination or seeking to compel it to bargain with any liability with respect labor organization as to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all Applicable Laws relating to employment and employment practices, terms and wages or conditions of employment and wages and hoursemployment, except where the failure to be in compliance could notwhich, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. The Company and each ; (iii) there are no material current or, to the knowledge of the Subsidiaries Company, threatened organizational activities or demands for recognition by a labor organization seeking to represent employees of the Company or any Subsidiary and no such activities have occurred during the past 24 months; (Aiv) is in complianceno grievance, in all material respectsarbitration, with Applicable Laws (including pursuant litigation or complaint or, to the Occupational Health and Safety Act or its foreign equivalents) knowledge of the Company, investigations relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations labor or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim employment matters is pending or, to the knowledge of the Company’s knowledge, threatened against the Company or any of its Subsidiaries relating to Occupational Lawswhich, except as has not had, and the Company does would not have knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form have, individually or in the basis for aggregate, a Material Adverse Effect; (v) the Company and each of its Subsidiaries has complied and is in compliance in all respects with all applicable laws (domestic and foreign), agreements, contracts, and policies relating to employment, employment practices, wages, hours, and terms and conditions of employment and is not engaged in any material unfair labor practice as determined by the National Labor Relations Board (or give rise any foreign equivalent) except where the failure to comply has not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (vi) the Company has complied in all respects with its payment obligations to all employees of the Company and its Subsidiaries in respect of all wages, salaries, commissions, bonuses, benefits and other compensation due and payable to such actionsemployees under any Company policy, suitspractice, investigations agreement, plan, program or proceedingsany statute or other law, except to the extent that any noncompliance, either individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect; and (vii) the Company has complied and is in compliance in all material respects with its obligations pursuant to the Worker Adjustment and Retraining Notification Act of 1988 (and any similar state or local law) to the extent applicable, and all material other employee notification and bargaining obligations arising under any collective bargaining agreement or statute.

Labor Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ or its VIEs’ employees is a member of a union that relates to such employee’s relationship with the Company Company, such Subsidiary or such SubsidiaryVIE, and neither the Company nor any of its Subsidiaries and its VIEs is a party to a collective bargaining agreement, and the Company and its Subsidiaries and its VIEs believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any SubsidiarySubsidiary or VIE, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries or VIEs to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries and VIEs are in compliance with all Applicable Laws relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of the Subsidiaries and the VIEs (A) is in compliance, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries or VIEs relating to Occupational Laws, and the Company does not have knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedings.

Labor Relations. No Except as set forth on Schedule 4.19, (i) there is no employment agreement, collective bargaining agreement, shop agreement or written personnel policy applicable to Employees of the Business nor are any such agreements or policies presently negotiated; (ii) there is no current labor strike, slowdown or work stoppage or pending lockout, dispute exists or other labor controversy in effect, or to the Knowledge of Sellers threatened against or otherwise affecting the Business, and the Business has not experienced such labor controversy in the past five years; (iii) there is no unfair labor practice charge or complaint pending or, to the knowledge Knowledge of Sellers, threatened against or otherwise affecting the Company, is imminent with respect to Business; (iv) no representation question exists or has been raised respecting any of the employees Employees of the CompanyBusiness within the past five years, which could reasonably be expected nor to result in a Material Adverse Effect. None the Knowledge of Sellers are there any campaigns being conducted to solicit cards from Employees of the Company’s Business to authorize representation by any labor organization; (v) no action, suit, complaint, charge, arbitration, grievance, inquiry, proceeding or its Subsidiaries’ employees is a member investigation by or before any court, governmental agency, administrative agency or commission brought by or on behalf of a union that relates to such any Employee, prospective employee’s relationship with the Company , former employee, retiree, labor organization or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge other representative of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all Applicable Laws relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of the Subsidiaries (A) is in compliance, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim Business's Employees is pending or, to the Company’s knowledgeKnowledge of Sellers, threatened against the Company Business; (vi) the Sellers and ELAC are not party to, or otherwise bound by, any of its Subsidiaries consent decree with, or citation by, any Government agency relating to Occupational Employees or employment practices; (vii) the Sellers and ELAC are in compliance in all material respects with all Applicable Laws, agreements, contracts, and policies relating to employment, employment practices, wages, hours, and terms and conditions of employment; (viii) other than to the Company does extent accrued in the financial statements of the Business in accordance with GAAP, the Sellers and ELAC have paid in full to all Employees of the Business all wages, salaries, commissions, bonuses, benefits and other compensation due to such employees or otherwise arising under any policy, practice, agreement, plan, program, statute or other law; (ix) the Sellers and ELAC are not liable for any severance pay or other payments to any Employee, or former employee arising from the termination of employment, nor will the Business have knowledge any liability under any benefit or severance policy, practice, agreement, plan, or program which exists or arises, or may be deemed to exist or arise, under any Applicable Law or otherwise, as a result of or in connection with the transactions contemplated hereunder or as a result of the termination by the Business of any factspersons employed by the Sellers on or prior to the Closing Date except to the extent accrued on the Closing Balance Sheet; (x) except as set forth in Schedule 4.19(x), circumstances the Sellers and ELAC have not closed any Business plant or developments relating facility, effectuated any layoff of Employees or implemented any early retirement, separation or window program which within the past five years, nor have the Sellers or ELAC planned or announced any such action or program for the future; (xi) the Sellers and ELAC are in compliance with their obligations pursuant to its operations the Worker Adjustment and Retraining Notification Act of 1988, and Sellers and ELAC are in compliance with all other notification and bargaining obligations arising under any collective bargaining agreement, statute or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedingsotherwise.

Labor Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing mattersmatters that would reasonably be expected to have a Material Adverse Effect. The Company and its Subsidiaries are in compliance with all Applicable Laws U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of the Subsidiaries (A) is in compliance, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries relating to Occupational Laws, and the Company does not have knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedings.

Labor Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no effort is underway to unionize or organize the employees of the Company or any Subsidiary. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The There is no employment-related charge, complaint, grievance, investigation, inquiry or obligation of any kind including workers’ compensation liability matters, pending, or to the Company’s knowledge, threatened, relating to an alleged violation or breach by the Company and or its Subsidiaries are in compliance with all Applicable Laws relating to employment and employment practicesof any law, terms and conditions of employment and wages and hours, except where the failure to be in compliance could notregulation or contract that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of the Subsidiaries . (Ai) is in compliance, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to To the Company’s knowledge (A) no allegations of sexual harassment, threatened against sexual misconduct or discrimination, whether such discrimination arises from race, ethnic background, sex, gender status, age, religion, national origin or otherwise (“Misconduct”) have been made in the past five years involving any current or former director, officer, or independent contractor of the Company or any of its Subsidiaries relating to Occupational Laws, and Subsidiaries, (B) neither the Company does not nor any of its Subsidiaries have knowledge entered into any settlement agreements related to allegations of Misconduct by any factscurrent/current or former director, circumstances officer, employee, or developments relating to independent contractor of the Company or any of its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedingsSubsidiaries.

Labor Relations. No Except as could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect, there (a) is no unfair labor dispute exists practice complaint pending against the Parent or any of its Subsidiaries or, to the knowledge of any Responsible Officer of a Loan Party, threatened against any of them, before the CompanyNational Labor Relations Board (or any successor United States federal agency that administers the National Labor Relations Act), and no grievance or arbitration proceeding arising out of or under any collective bargaining agreement is imminent so pending against the Parent or any of its Subsidiaries or, to the knowledge of any Responsible Officer of a Loan Party, threatened against any of them, (b) are no strikes, lockouts, slowdowns or stoppage against the Parent or any Subsidiary pending or, to the knowledge of any Loan Party, threatened and (c) no union representation petition existing with respect to any of the employees of the CompanyParent or any of its Subsidiaries and no union organizing activities are taking place. The hours worked by and payments made to employees of the Parent and the Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable federal, state, provincial, local or foreign law dealing with such matters, except where such violation, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. All payments due from the Parent or any Subsidiary, or for which any claim may be made against the Parent or any Subsidiary, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as a liability on the books of the Parent or such Subsidiary, except where the failure to do the same, either individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. None The consummation of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does transactions contemplated hereby will not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all Applicable Laws relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of the Subsidiaries (A) is in compliance, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries relating to Occupational Laws, and the Company does not have knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations any right of termination or proceedingsright of renegotiation on the part of any union under any collective bargaining agreement to which the Parent or any Subsidiary is bound.

Labor Relations. No (a) There is no labor dispute exists or employment-related audit, inspection or Legal Proceeding pending or, to the knowledge Knowledge of the Company, is imminent with respect to threatened, against the Company or any of the its Subsidiaries by any of their respective employees or such employees’ labor organization, works council, workers’ committee, union representatives or any other type of the Companyemployees’ representatives appointed, which could elected, identified or recognized for collective bargaining purposes (collectively “Employee Representatives”) that has or would reasonably be expected to, individually or in the aggregate, adversely impact the ability of the Company and the Subsidiaries to conduct their respective businesses or otherwise result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates material liability to such employee’s relationship with the Company or such any Subsidiary, and neither . (b) Neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, isto, or is now expected to bebound by, in violation any Collective Bargaining Agreement. No union organizing efforts or Employee Representatives’ elections or similar form of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject activity is ongoing at the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all Applicable Laws relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of the Subsidiaries (A) is in compliance, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Knowledge of the Company’s knowledge, threatened in writing, nor is there any strike, slowdown, picketing, leafleting, sit-in, boycott, work stoppage, lockout, material labor dispute or similar form of organized labor disruption directed at the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened in writing. There are no unfair labor practice charges pending against the Company or any of its Subsidiaries before the National Labor Relations Board or any similar local, state or federal agency or office or, to the Knowledge of the Company, are any such charges threatened against the Company or any of its Subsidiaries and no grievance or arbitration proceedings are pending against the Company or any of its Subsidiaries or to the Knowledge of the Company, threatened against any of them. Neither the Company nor any of its Subsidiaries is subject to any obligation (whether pursuant to Law or Contract) to notify, inform and/or consult with, or obtain consent from, any Employee Representative regarding the transactions contemplated by this Agreement. (c) The Company and each of its Subsidiaries has complied in all material respects with all applicable Laws relating to Occupational Lawslabor and employment including but not limited to all applicable Laws relating to the payment of wages, salaries, fees, commissions, bonuses, overtime pay, holiday pay, sick pay, benefits and all other compensation, remuneration and emoluments due and payable to such employees under any Company or Subsidiary policy, practice, agreement, plan, program or any applicable Collective Bargaining Agreement or Law, collective bargaining, reductions in force, equal employment opportunities, working conditions, employment discrimination, harassment, civil rights, safety and health, disability, employee benefits, employee classification, workers’ compensation, immigration, family and medical leave, and the Company does not have knowledge collection and payment of any facts, circumstances withholding or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedingssocial security taxes.

Labor Relations. No labor dispute exists As of the date hereof, the Company represents that, to its Knowledge, except as set forth in Section 3.19 of the Company Disclosure Schedule, (a) except for such strikes as, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect, no strikes against either the Company or its Subsidiaries are pending or, to the knowledge of Company's Knowledge, threatened, and no other labor disputes that, individually or in the Companyaggregate, is imminent with respect to any of the employees of the Company, which could have not had and would reasonably be expected to result in have a Material Adverse Effect are pending or, to the Company's Knowledge, threatened; (b) except as have not had and would not reasonably be expected to have a Material Adverse Effect. None , hours worked by and payment made to employees of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or any of its Subsidiaries comply with the Fair Labor Standards Act and each other federal, state, local or foreign law applicable to such Subsidiarymatter; (c) except as have not had and would not reasonably be expected to have a Material Adverse Effect, all payments due from either the Company or its Subsidiaries for employee health and welfare insurance have been paid or accrued as a liability on the books of such entity; (d) neither the Company nor any of its Subsidiaries is a party to a or bound by any collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition management agreement, or any other contract or consulting agreement or any restrictive covenant in favor of employment agreement, except for any third partycollective bargaining agreement, and the continued employment of each such executive officer does not subject the Company management agreement, consulting agreement or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all Applicable Laws relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could notagreement as, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. The ; (e) except as has not had and would not reasonably be expected to have a Material Adverse Effect, there is no organizing activity involving either the Company and each of the Subsidiaries (A) is in compliance, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating Subsidiaries pending or, to either the protection Company or its Subsidiaries' Knowledge, threatened by any labor union or group of human health and safety in the workplace (“Occupational Laws”)employees; (Bf) has received all Authorizations or other approvals required of it under applicable Occupational Laws except as have not had and would not reasonably be expected to conduct its business as currently conducted; and (C) is in compliancehave a Material Adverse Effect, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is there are no representation proceedings pending or, to the Company’s knowledge's Knowledge, threatened against with the National Labor Relations Board, and no labor organization or group of employees of either the Company or any of its Subsidiaries has made a pending demand for recognition; and (g) there are no complaints or charges against either the Company or its Subsidiaries pending or, to the Knowledge of the Company, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to Occupational Laws, and the employment or termination of employment by either the Company does not have knowledge or its Subsidiaries of any factsindividual which, circumstances individually or developments relating to its operations or cost accounting practices that could in the aggregate, if adversely determined, would reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedingshave a Material Adverse Effect.

Labor Relations. (a) (i) No labor dispute exists oremployee of the Company or any of its Subsidiaries is represented by a union and, to the knowledge Knowledge of the Company, is imminent with respect to any of no union organizing efforts have been conducted within the employees of the Companylast three years or are now being conducted, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and (ii) neither the Company nor any of its Subsidiaries is a party to a any material collective bargaining agreementagreement or other labor contract, and (iii) neither the Company nor any of its Subsidiaries currently has, or, to the Knowledge of the Company, is there now threatened, a strike, picket, work stoppage, work slowdown or other organized labor dispute that would reasonably be expected to be, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a whole. Neither the Company nor its Israeli Sub is a party to, or otherwise bound by, any material consent decree with, or citation or other material order, injunction, judgment, doctrine, decree, ruling, writ, assessment or arbitration award of any Governmental Entity relating to employees or employment practices other than such extension orders applicable to all employees in Israel. (b) Each of the Company and its Subsidiaries believe that their relationships is in compliance in all material respects with their employees are good. To all applicable Laws relating to the knowledge employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity and the Companycollection and payment of withholding and/or social security taxes, no executive officer of and neither the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or nor any of its Subsidiaries to has incurred any material liability with respect to or obligation under the Worker Adjustment and Retraining Notification Act or any of similar state or local Law within the foregoing matters. last six months that remains unsatisfied. (c) The Company and its Subsidiaries are Israeli Sub is in compliance in all material respects with all Applicable applicable Israeli Laws relating to employment and respecting employment, employment practices, terms and conditions of employment employment, employee safety and wages and hours, including the Advance Notice for Dismissal and Resignation Law, 5761 2001, the Notification to an Employee (Terms of Employment) Law, 5762 2002, the Wage Protection Law 5718 1958, Prior Notice to the Employee Law, 5762 2002, the Prevention of Sexual Harassment Law, 5758 1998, the Hours of Work and Rest Law, 5711 1951, the Annual Leave Law, 5711 1951 and the Employment by Human Resource Contractors Law, 5756 1996. (d) The Israeli Sub is not required (under any law, contract or otherwise) to provide benefits or working conditions beyond the minimum benefits and working conditions required by law to be provided pursuant to the rules and regulations of the Israeli Histadrut (General Federation of Labor), the Israeli Coordinating Bureau of Economic Organization and the Israeli Industrialists’ Association. The Israeli Sub has not and is not subject to, and no employee or consultant of the Israeli Subsidiary benefits from, any material extension order (tzavei harchave) or any general Contract or arrangement with respect to employment or termination of employment, except those extension orders that apply to all Israeli companies generally. (e) There are no unwritten policies, practices or customs or any other contracts, undertakings or agreements of the Company or its Subsidiaries that, by extension, could reasonably be expected to entitle any current or former employee to benefits in addition to what such employee is entitled by applicable legal requirements or under the terms of such employee’s employment contract, except where the failure to be in compliance could notsuch benefits, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. The be material to the Company and each its Subsidiaries, taken as a whole. (f) Neither the Company nor any of the its Subsidiaries (A) is in compliancehas engaged any consultants, in all material respectssubcontractors or freelancers who, with Applicable Laws (including pursuant according to Israeli Law, would be entitled to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection rights of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against an employee vis-à-vis the Company or any of its Subsidiaries relating Subsidiaries, including rights to Occupational Lawsseverance pay, vacation, recuperation pay (dmei havra’a) and other employee-related statutory benefits. The Company is not applying Israeli labor Laws to any of its consultants and/or independent contractors, and the Company does is not have knowledge of any facts, circumstances or developments relating required to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedingsdo so.

Labor Relations. No Except as set forth on Schedule 3.1(k), no labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, any Subsidiary, any VIE or any VIE Subsidiary, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’, VIEs’ or VIE Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or Company, such Subsidiary, such VIE and such VIE Subsidiary, and neither the Company nor any of its Subsidiaries, VIEs, or VIE Subsidiaries is a party to a collective bargaining agreement, and the Company Company, its Subsidiaries, VIEs, and its VIE Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiaryof its Subsidiaries, VIEs or VIE Subsidiaries, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries, VIEs or VIE Subsidiaries to any liability with respect to any of the foregoing matters. The Company Company, its Subsidiaries, its VIEs and its VIE Subsidiaries are in compliance with all Applicable Laws U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of the Subsidiaries (A) is in compliance, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries relating to Occupational Laws, and the Company does not have knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedings.

Labor Relations. No labor dispute exists or, to Neither the knowledge of the Company, is imminent with respect to Company nor any of its Subsidiaries is engaged in any unfair labor practice except for matters which would not, individually or in the aggregate, have a Material Adverse Effect. There is (A) no unfair labor practice complaint pending or threatened against the Company or any of its Subsidiaries before the National Labor Relations Board, and no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending or threatened, (B) no strike, labor dispute, slowdown or stoppage pending or threatened against the Company or any of its Subsidiaries and (C) no union representation dispute currently existing concerning the employees of the CompanyCompany or any of its Subsidiaries, which could reasonably be expected and (ii) (A) no union organizing activities are currently taking place concerning the employees of the Company or any of its Subsidiaries and (B) there has been no violation of any federal, state, local or foreign law relating to result discrimination in a Material Adverse Effectthe hiring, promotion or pay of employees or any applicable wage or hour laws. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge No executive officer (as defined in Rule 501(f) of the Company, no Securities Act) of the Company or any Subsidiary of the Company has notified the Company or any such Subsidiary that such officer intends to leave the Company or any such Subsidiary or otherwise terminate such officer's employment with the Company or any such Subsidiary. No executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, party and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all Applicable Laws U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of the Subsidiaries (A) is in compliance, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries relating to Occupational Laws, and the Company does not have knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedings.

Labor Relations. No Except as set forth in the attached EXHIBIT 3.22, (i) there is no labor dispute exists orstrike, to lock-out, slowdown, or work stoppage actually pending, or threatened against or affecting the knowledge business of the Company, is imminent with respect to Company or any of its Subsidiaries; (ii) no labor organization claims to represent the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None Company or any of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and ; (iii) neither the Company nor any of its Subsidiaries is a party to a or bound by any collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships or similar agreement with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, islabor organization, or is now expected work rules or practices agreed to be, in violation with any labor organization or employee association applicable to the employees of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries Subsidiaries; (iv) the Company does not have any knowledge of any current union organizing activities among its employees nor has there been filed at the National Labor Relations Board any petition regarding any question concerning representation of such employees; (v) other than as set forth in the Company's employee handbook (if any) heretofore provided to any liability with respect the Purchasers or their counsel, there are no written personnel policies, rules or procedures applicable to the employees of the Company or any of its Subsidiaries; (vi) the foregoing matters. The Company and each of its Subsidiaries are is, and has at all times been, in material compliance with all Applicable Laws relating to applicable laws respecting employment and employment practices, terms and conditions of employment employment, wages, hours of work and wages occupational safety and hourshealth, except where the failure to be and is not engaged in compliance could not, individually or any unfair labor practices as defined in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of the Subsidiaries (A) is in compliance, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety National Labor Relations Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”)other analogous applicable law, ordinance or regulation; (Bvii) neither the Company nor any of its Subsidiaries has received all Authorizations notice of any pending or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations threatened unfair labor practice charge or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened complaint against the Company or any of its Subsidiaries relating to Occupational Laws, and before the National Labor Relations Board or any similar State or foreign agency; (viii) there is no grievance arising out of any collective bargaining agreement; (ix) no charges are pending against the Company does or any of its Subsidiaries before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices; (x) neither the Company nor any of its Subsidiaries has received notice of the intent of any Federal, State, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation nor that any investigation is in progress; and (xi) neither the Company nor any of its Subsidiaries has received notice of any pending or threatened complaints, lawsuits or other proceedings in any forum by or on behalf of any present or former employee, any applicant for employment or classes of the foregoing alleging breach of any express or implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, except where such notice would not have knowledge a Material Adverse Effect. Except as set forth in the attached EXHIBIT 3.23(f), there are no employment contracts or severance agreements with any employees of the Company or any facts, circumstances or developments relating to of its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedingsSubsidiaries.

Labor Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or Company, such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all Applicable Laws relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of the Subsidiaries (A) is in compliance, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries relating to Occupational Laws, and the Company does not have knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedings.

Labor Relations. (i) No material labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To No executive officer, to the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all Applicable U.S. federal, state, local and foreign Laws relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Neither the Company nor any Subsidiary has misclassified any person as an independent contractor, temporary employee, leased employee, volunteer or any other servant or agent compensated other than through reportable wages as an employee of the Company or any Subsidiary (each a “Contingent Worker”) and no Contingent Worker has been improperly excluded from any benefits plan and neither the Company nor any Subsidiary employs or engages any volunteer workers, paid or unpaid interns or any other unpaid workers. (ii) Neither the Company nor any current or former ERISA Affiliate has maintained, established, sponsored, participated in or contributed to any employee benefit plan that is a multiemployer plan (within the meaning of Section 3(37) or 4001(a)(3) of ERISA) (a “Multiemployer Plan”) or for which the Company or any Subsidiary could incur liability under Section 4063 or 4064 of ERISA (a “Multiple Employer Plan”). No employee benefit or other arrangement as to which the Company or any Subsidiary has any liability provides for or promises medical, dental, disability, hospitalization, life or similar benefits (whether insured or self-insured) to any current or former Service Provider following termination of employment or service with the Company and each of the Subsidiaries (Aother than coverage mandated by applicable Law). (iii) is Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby shall (either alone or in complianceconnection with the termination of employment or service of any employee, officer, director or independent contractor following, or in all material respectsconnection with, the transactions contemplated hereby): (i) entitle any current or former Service Provider to severance pay or benefits or any increase in severance pay or benefits upon any termination of employment or service with Applicable Laws the Company or any Subsidiary, (including ii) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, or increase the amount payable or trigger any other obligation pursuant to, any of the Plans to any current or former Service Provider or (iii) limit or restrict the Occupational Health and Safety Act right of the Company or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending any Subsidiary or, after the consummation of the transactions contemplated hereby, the Purchaser, to merge, amend or terminate any arrangement providing compensation or benefits. Except with respect to the Company’s knowledgecompensation and equity package for the Company’s current Chief Operating Officer, threatened against there are no arrangements in place that would result separately or in the Company aggregate (including, without limitation, as a result of this Agreement or any of its Subsidiaries relating to Occupational Laws, and the Company does not have knowledge transactions contemplated hereby) in the payment of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form “excess parachute payment” within the basis for or give rise to such actions, suits, investigations or proceedingsmeaning of Section 280G of the Code.

Labor Relations. No labor dispute exists with respect to any of the employees, independent contractors or consultants of the Company or any of its Subsidiaries or, to the knowledge of the Company, is imminent with respect to any of the employees of the Companythreatened or imminent, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement. There has never been, and nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime, or other similar labor disruption or dispute affecting the Company and its Company, the Subsidiaries believe that or any of their relationships with their employees are goodemployees. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, Subsidiary is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its the Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its the Subsidiaries are in compliance with all Applicable Laws U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Except as set forth or contemplated in the Registration Statement or the Prospectus, the Company and each of the Subsidiaries (A) is in compliance, in all material respects, with Applicable Laws applicable foreign, federal, state and local laws, rules, regulations, statutes and codes promulgated by applicable governmental authorities (including pursuant to the Occupational Health and Safety Act or its foreign equivalentsAct) relating to the protection of human health and safety in the workplace (“Occupational Laws”); Laws”); (B) has received all Authorizations material permits, licenses or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations permit, license or approval. No Except as set forth or contemplated in the Registration Statement or the Prospectus, no action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries relating to Occupational Laws, and the Company does not have knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedings.

Labor Relations. No labor dispute exists or, to Neither the knowledge of the Company, is imminent with respect to Company nor any of its Subsidiaries is engaged in any unfair labor practice except for matters which would not, individually or in the aggregate, have a Material Adverse Effect. There is (A) no unfair labor practice complaint pending or threatened against the Company or any of its Subsidiaries before the National Labor Relations Board, and no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending or threatened, (B) no strike, labor dispute, slowdown or stoppage pending or threatened against the Company or any of its Subsidiaries and (C) no union representation dispute currently existing concerning the employees of the CompanyCompany or any of its Subsidiaries, which could reasonably be expected and (ii) (A) no union organizing activities are currently taking place concerning the employees of the Company or any of its Subsidiaries and (B) there has been no violation of any federal, state, local or foreign law relating to result discrimination in a Material Adverse Effectthe hiring, promotion or pay of employees or any applicable wage or hour laws. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge No executive officer (as defined in Rule 501(f) of the Company, no Securities Act) of the Company or any Subsidiary of the Company has notified the Company or any such Subsidiary that such officer intends to leave the Company or any such Subsidiary or otherwise terminate such officer's employment with the Company or any such Subsidiary. No executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor favour of any third party, party and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all Applicable Laws U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of the Subsidiaries (A) is in compliance, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries relating to Occupational Laws, and the Company does not have knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedings.

Labor Relations. No material labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, Company which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such SubsidiaryCompany, and neither the Company nor or any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of Schedule 3.1(k) sets forth: (i) each union with which the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information Subsidiary has a collective bargaining agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment number of employees covered by each such agreement as of a recent date, (ii) the current term of each such executive officer does not agreement, (iii) the current status of any negotiations to amend, extend or negotiate a new collective bargaining agreement, (iv) whether the entity subject the Company or any of its Subsidiaries to such collective bargaining agreement has been subject to any liability with respect strike or other organized work stoppage in the last 5 calendar years, (v) a summary list of grievances filed under each agreement in the last 24 months, and (vi) whether the entity subject to such collective bargaining agreement is subject to any order, decree or is a participant in any ongoing proceeding of the foregoing mattersUnited States Department of Labor, National Labor Relations Board or other governmental agency respecting such collective bargaining agreement, and if so, the particulars thereof. The Company and its Subsidiaries are in compliance with all Applicable Laws U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Except as set forth on Schedule 3.1(k), the Company and each of the Subsidiaries (A) is in compliancenot a party to or bound by any currently effective employment contract, in all material respectsdeferred compensation arrangement, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations bonus plan, incentive plan, profit sharing plan, retirement agreement or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations employee compensation plan or approvalagreement. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to To the Company’s knowledge, threatened against no employee of the Company, nor any consultant with whom the Company has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company because of the nature of the business to be conducted by the Company; and to the Company’s knowledge the continued employment by the Company of its present employees, and the performance of the Company’s contracts with its independent contractors, will not result in any such violation. The Company has not received any notice alleging that any such violation has occurred. No employee of the Company has been granted the right to continued employment by the Company or to any material compensation following termination of its Subsidiaries relating employment with the Company. The Company is not aware that any officer, key employee or group of employees intends to Occupational Lawsterminate his, and her or their employment with the Company nor does not the Company have knowledge a present intention to terminate the employment of any factsofficer, circumstances key employee or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedingsgroup of employees.

Labor Relations. (a) No labor dispute exists oremployee of the Company or any of its Subsidiaries is represented by a union and, to the knowledge Knowledge of the Company, is imminent with respect to any of no union organizing efforts have been conducted within the employees of the Company, which could reasonably be expected to result in a Material Adverse Effectlast three years or are now being conducted. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither Neither the Company nor any of its Subsidiaries is a party to a any material collective bargaining agreement, agreement or other labor contract. Except as has not had and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now would not reasonably be expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all Applicable Laws relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could nothave, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries as of the date hereof has, or, to the Knowledge of the Company, is there now threatened, a strike, picket, work stoppage, work slowdown or other organized labor dispute. Except as has not had and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. The Company and each of the Subsidiaries , (Ai) there is in compliance, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act no pending charge or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened complaint against the Company or any of its Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authority and (ii) none of the Company and its Subsidiaries is a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to Occupational Laws, employees or employment practices. (b) Except as has not had and the Company does would not have knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form have, individually or in the basis for aggregate, a Company Material Adverse Effect, (i) each of the Company and its Subsidiaries is in compliance with all applicable Laws relating to the employment of labor, hiring and termination of employees, the proper classification of employees and/or independent contractors, wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, wrongful discharge or give rise violation of rights of employees, former employees or prospective employees and the collection and payment of withholding or social security taxes and (ii) neither the Company nor any of its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or any similar state or local Law within the six months prior to such actions, suits, investigations or proceedingsthe date of this Agreement that remains unsatisfied. (c) Section 3.16 and this Section 3.17 constitute the exclusive representations and warranties of the Company with respect to the subject matters set forth in Section 3.16 and this Section 3.17.

Labor Relations. No labor dispute exists (a) Except for instances of noncompliance that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each Subsidiary of the Company is in compliance with all applicable Laws, Contracts and Authorizations to which it is a party relating to employment and employment practices, including wages, hours, collective bargaining, unemployment insurance, workers’ compensation, equal employment opportunity, classification of employees and contractors, age and disability discrimination, the payment withholding of Taxes and the termination of employment, including any obligations pursuant to the Worker Adjustment and Retraining Notification Act of 1988 and similar state or local Law. Each individual who currently provides services to the Company or any Subsidiary of the Company and who is classified 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 exclusion from participation under the Company Benefit Plans) is properly so characterized, except for instances of noncompliance that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect there are no complaints, charges or claims against the Company or any Subsidiary of the Company pending or, to the knowledge of the Company, threatened to be brought or filed with any Governmental Entity based on, arising out of, in connection with, or otherwise relating to the employment of, or termination of employment by, the Company or any Subsidiary of the Company of any individual or of any provision of services to the Company or any Subsidiary of the Company by any individual. (c) Except as is imminent with respect set forth in Section 3.09(c) of the Company Disclosure Letter, neither the Company nor any Subsidiary of the Company is a party to any of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None collective bargaining agreement or other Contract with any labor organization or other representative of the Company’s or its Subsidiaries’ employees employees, nor is a member of a union that relates any such Contract presently being negotiated, nor, to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer are there any campaigns being conducted to solicit cards from employees of the Company or any Subsidiary, is, or is now expected to be, in violation the Subsidiaries of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company to authorize representation by any labor organization. There are no ongoing material labor strikes, material slowdowns, material work stoppages, picketing or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all Applicable Laws relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of the Subsidiaries (A) is in compliance, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is lockouts pending or, to the knowledge of the Company’s knowledge, threatened threatened, against the Company or any the Subsidiaries of the Company. (d) Since January 1, 2019, the Company and its Subsidiaries have not received or been involved in or been subject to any material written complaints, claims or Proceedings relating to Occupational Laws, and sexual harassment with respect to any management-level employee of the Company does not have knowledge of any facts, circumstances or developments relating to and its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedingsSubsidiaries.

Labor Relations. No labor dispute exists or(a) (i) Neither the Company nor any Company Subsidiary is a party to, and has no obligations under any collective bargaining agreement with any party relating to the knowledge compensation or working conditions of any of the Company’s employees; (ii) neither the Company nor any Company Subsidiary is obligated under any agreement to recognize or bargain with any labor organization or union on behalf of its employees; (iii) as of the date hereof, is imminent with respect to the Company has no knowledge of any union organizational or representational activities underway among any of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None Company or any Company Subsidiary; and (iv) as of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiarydate hereof, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all Applicable Laws relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of the Subsidiaries (A) is in compliance, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) Subsidiary has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending been charged or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries relating to Occupational Laws, and the Company does not have knowledge with a charge of any factsunfair labor practice. As of the date hereof, circumstances there are no existing or, to the Company’s knowledge, threatened labor strikes, slowdowns, work stoppages, disputes or developments relating to its operations grievances materially affecting or cost accounting practices that which could reasonably be expected to form materially affect operations at the basis Company or deliveries from or into any of the Company’s or any Company Subsidiary’s facilities. (b) Neither the Company nor any Company Subsidiary has committed any act or failed to take any required action with respect to any of its employees which has resulted in a violation of: (i) ERISA, or similar legislation as it affects any employee benefit or welfare plan of the Company or any Company Subsidiary; (ii) the Immigration Reform and Control Act of 1986; (iii) the National Labor Relations Act, as amended; (iv) Title VII of the Civil Rights Act of 1964, as amended; (v) the Occupational Safety and Health Act; (vi) Executive Order 11246; (vii) the Fair Labor Standards Act; (viii) the Rehabilitation Act of 1973; (ix) all regulations under such acts described in the preceding clauses (i) through (vi) inclusive; and (viii) and all other Laws of the United States or any state, city or municipality thereof relating to the employment of labor, except in each case for any such violation which would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary is liable for any arrearage of wages or give rise taxes or penalties that are material to such actionsthe Company taken as a whole, suitsfor failure to comply with any of the foregoing. (c) Section 3.18(c) of the Company Disclosure Schedule contains a complete and accurate lists of the names and compensation paid to each person employed by the Company or any Company Subsidiary during the year ended December 31, investigations or proceedings2004 and the period ending on September 30, 2005.

Labor Relations. No (a) The Company and each Company Subsidiary and, to the knowledge of the Company, to the extent that the Company has direct control over Worksite Employees (as hereinafter defined), the related worksite employers, are in compliance in all material respects with all Applicable Laws relating to employment of its employees, including, to the Company's knowledge, Worksite Employees, including, but not limited to, those governing employment practices, the terms and conditions of employment, compensation, payment of wages, health and safety, labor dispute exists relations and plant closings for its employees, including, to the Company's knowledge, Worksite Employees. There are no material audits or investigations pending or, to the knowledge of the Company, is imminent with respect to threatened by any of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with Governmental Authority against the Company or any Company Subsidiary for the enforcement of any such Subsidiarylaws. (b) Except as set forth in Section 3.12 of the Company Disclosure Schedule, and (i) neither the Company nor any of its Subsidiaries Company Subsidiary is a party subject to a collective bargaining agreementany strike, and the Company and its Subsidiaries believe that their relationships with their employees are good. To work stoppage, lockout or other concerted activity or, to the knowledge of the Company, any threats thereof; (ii) neither the Company nor any Company Subsidiary is a party to or bound by any collective bargaining agreement with any labor organization or other representative of any of its employees or Worksite Employees, and no executive officer such contract, collective bargaining agreement or other agreement is currently being negotiated by or on behalf of the Company or any Company Subsidiary; (iii) to the knowledge of the Company, is, there is no activity or is now expected proceeding by any labor organization or other group seeking to be, in violation represent employees or to organize any employees of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries Company Subsidiary, or, to any liability with respect to any the knowledge of the foregoing matters. The Company and its Subsidiaries are in compliance with all Applicable Laws relating to employment and employment practicesCompany, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of the Subsidiaries (A) is in compliance, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act extent that the Company has direct control over Worksite Employees, any Worksite Employees, or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conductedany questions concerning representation; and (Civ) there is in complianceno unfair labor practice, in all material respectslabor dispute (other than routine individual grievances), with all terms and conditions of such Authorizations demand for arbitration or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is arbitration proceeding pending or, to the knowledge of the Company’s knowledge, threatened against involving the Company or any Company Subsidiary or, to the knowledge of the Company, to the extent that the Company has direct control over Worksite Employees, any related worksite employer, on the one hand, and any employees of the Company or any Company Subsidiary including Worksite Employees, on the other. (c) Except as limited by any employment contracts listed in Section 3.10 of the Company Disclosure Schedule, and except for any limitations of general application which may be imposed under Applicable Law, the Company and each Company Subsidiary has the right to terminate the employment of each of its Subsidiaries relating to Occupational Lawsemployees (excluding Worksite Employees) at will and without incurring any material penalty or liability. (d) As of June 30, and 1999, the number of worksite employees of the Company' s customers of whom the Company does not may be deemed a "co-employer" ("Worksite Employees") was 54,313. As of June 30, 1999, the Company and each Company Subsidiary had paid all salaries, wages, employer's portion of social security, Medicare premiums, federal and state employment Taxes, health care and workers' compensation costs and state unemployment Taxes with respect to all of its employees, including, to the Company's knowledge, Worksite Employees, due and payable by such date and since June 30, 1999 the Company has continued and will continue to pay such amounts as they have knowledge become due and payable. (e) Neither the Company nor any Company Subsidiary is a contractor or subcontractor of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedingsGovernmental Entity.

Labor Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all Applicable Laws U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each There is no workmen’s compensation liability matter, employment-related charge, complaint, grievance, investigation, inquiry or obligation of the Subsidiaries (A) is in complianceany kind pending, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against threatened, relating to an alleged violation or breach by the Company or any of its Subsidiaries relating to Occupational Laws, and the Company does not have knowledge of any factslaw, circumstances regulation or developments relating to its operations contract that could, individually or cost accounting practices that could in the aggregate, reasonably be expected to form have a Material Adverse Effect. The Company has no reason to believe that any individual may commence an Action or file a claim with any governmental authority against the basis for Company alleging sexual harassment or give rise to such actions, suits, investigations any type of discrimination or proceedingsviolation of any Laws.

Labor Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all Applicable Laws U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of the Subsidiaries (A) is in compliance, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries relating to Occupational Laws, and the Company does not have knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedings.

Labor Relations. No labor dispute exists or, to the knowledge (a) Except as set forth in Schedule 4.12(a) of the CompanyCompany Disclosure Letter, is imminent with respect to any of except for matters that, individually or in the employees of the Companyaggregate, which could have not resulted or would not reasonably be expected to result in material liability to the Company or its Subsidiaries, taken as a Material Adverse Effect. None whole, (i) none of the Company or any of its Subsidiaries has engaged in any unfair labor practices since December 31, 2014; (ii) no unfair labor practice or labor charge or complaint is pending or, to the Knowledge of the Company’s , threatened with respect to the Company or any of its Subsidiaries before the National Labor Relations Board, the Equal Employment Opportunity Commission or any other Governmental Authority, (iii) there is no grievance or arbitration proceeding arising out of or under collective bargaining agreements pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries. (b) Except as set forth in Schedule 4.12(b) of the Company Disclosure Letter (i) no strike, labor dispute, slowdown, lockout or work stoppage is pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries and there has been no labor dispute, strike, work stoppage or lockout since December 31, 2014; (ii) none of the Company or any of its Subsidiaries is a party to any collective bargaining agreement, Contract or similar agreement or understanding with any labor organization, labor union, works council, employee association, or other representative of any employees of the Company or any of its Subsidiaries (collectively, “Union”), nor is any such agreement presently being negotiated by the Company nor any of its Subsidiaries and neither the Company nor any of its Subsidiaries has a duty or obligation pursuant to any Contract or applicable Law, as the case may be, to bargain with any Union; (iii) to the Knowledge of the Company, there is no union representation question existing with respect to the employees of the Company or any of its Subsidiaries; and (iv) to the Knowledge of the Company, no organizational efforts with respect to the formation of a collective bargaining unit are presently being made or threatened involving employees of the Company or any of its Subsidiaries, and there have been no such organizational efforts since December 31, 2014. (c) Except for matters that, individually or in the aggregate, have not resulted or would not reasonably be expected to result in material liability to the Company or its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are in compliance with all Applicable Laws respecting relating to the hiring, promotion, assignment, and termination of employees, including the Worker Adjustment and Retraining Notification Act; discrimination; harassment; retaliation; equal employment opportunities; disability; labor relations; wages and hours; profit sharing obligations, social security and housing contributions; the Fair Labor Standards Act, and applicable state and local wage and hour Laws (collectively, the “FLSA”); immigration; workers’ compensation; employee benefits; classification of employees is a member under the FLSA; background and credit checks; occupational safety and health; family and medical leave; data privacy and data protection; and any bargaining or other obligations under the National Labor Relations Act and the Labor-Management Relations Act, and (ii) none of a union that relates to such employee’s relationship with the Company or such Subsidiaryany of its Subsidiaries has classified an individual as an “independent contractor” or of similar status who, and neither according to a Company Plan or Applicable Law, should have been classified as an employee or of similar status. (d) 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 Authority relating to employees or employment practices. Except for matters that, individually or in the aggregate, have not resulted or would not reasonably be expected to result in material liability to the Company or its Subsidiaries, taken as a collective bargaining agreementwhole, none of the Company, any of its Subsidiaries or any of its or their executive officers has received within the past three (3) years any notice of intent by any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation relating to the Company or any of its Subsidiaries and, to the Knowledge of the Company, no such investigation is in progress. (e) As of the date hereof, no member of the Company’s management committee has given written notice to the Company or any of its Subsidiaries that such employee intends to terminate his or her employment, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, have no executive officer of the Company plans or intentions to terminate any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all Applicable Laws relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of the Subsidiaries (A) is in compliance, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries relating to Occupational Laws, and the Company does not have knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedingsmanagement committee member.

Labor Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or Company, such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all Applicable Laws relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of the Subsidiaries (A) is in compliance, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations authorizations or other approvals required of it under applicable Occupational Applicable Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries relating to Occupational Applicable Laws, and the Company does not have knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedings.

Labor Relations. No labor dispute exists or, (a) (i) As of the date of this Agreement and (ii) as of any date subsequent to the knowledge date of the Company, is imminent with respect this Agreement except as would not reasonably be expected to any have a Company Material Adverse Effect: (x) none of the employees of the CompanyCompany or its Subsidiaries is represented by a union and, which could reasonably be expected to result in a Material Adverse Effect. None the Knowledge of the Company’s , no union organizing efforts have been conducted or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company threatened since June 30, 2012 or such Subsidiaryare being conducted or threatened, and (y) neither the Company nor any of its Subsidiaries is a party to a or negotiating any collective bargaining agreementagreement or other labor Contract, and (z) there is no pending and, to the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge Knowledge of the Company, there is no executive officer of the Company threatened material strike, picket, work stoppage, work slowdown or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject organized labor dispute affecting the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. Subsidiaries. (b) The Company and each of its Subsidiaries are in compliance with all Applicable applicable Laws relating to the employment and employment practicesof labor, terms and conditions of employment and wages and including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees, and the collection and payment of withholding and/or social security Taxes, except where the failure for such failures to be in compliance could not, individually or in the aggregate, as would not reasonably be expected to have a Company Material Adverse Effect. The Company and each of the Subsidiaries (A) is have paid in compliancefull to all employees or adequately accrued for in accordance with GAAP consistently applied all wages, in all material respectssalaries, with Applicable Laws (including pursuant commissions, bonuses, benefits and other compensation due to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions on behalf of such Authorizations employees and there is no claim with respect to payment of wages, salary or approval. No action, proceeding, revocation proceeding, writ, injunction overtime pay that has been asserted or claim is now pending or, or threatened before any Governmental Entity with respect to the Company’s knowledge, threatened against any persons currently or formerly employed by the Company or any of its Subsidiaries Subsidiary. Neither the Company nor any Subsidiary is a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to Occupational Lawsemployees or employment practices. There is no charge or proceeding with respect to a violation of any occupational safety or health standards that has been asserted or is now pending or threatened with respect to the Company. To the Company’s Knowledge there is no charge of discrimination in employment or employment practices, for any reason, including, without limitation, age, gender, race, religion or other legally protected category, which has been asserted or is now pending or threatened before the United States Equal Employment Opportunity Commission, or any other Governmental Entity in any jurisdiction in which the Company or any Subsidiary has employed or employ any person. (c) Section 3.14(c) of the Company Disclosure Letter lists the name, place of employment, the current annual salary rates, bonuses, dates of employment and a description of the position of each current salaried employee, officer, director, consultant or agent of the Company and each Subsidiary whose annual cash compensation exceeded (or in 2013 is expected to exceed) $150,000 in 2011, 2012, and 2013. The Company has provided to MergerCo correct and complete copies of all documentation relating to any deferred or contingent compensation, pension, “golden parachute” and other like benefits paid or payable (in cash or otherwise) for the individuals listed in Section 3.14(c) of the Company does not have knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedingsDisclosure Letter.

Labor Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, which could would reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing mattersmatters that would reasonably be expected to have a Material Adverse Effect. The Company and its Subsidiaries are in compliance with all Applicable Laws relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of the Subsidiaries (A) is are in compliance, in all material respects, with all Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has have received all Authorizations required permits, licenses or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted, except where the failure to obtain such permits, licenses or other approvals would not reasonably be expected to result in a Material Adverse Effect; and (C) is are in compliance, in all material respects, with all terms and conditions of such Authorizations required permits, licenses or approvalother approvals. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries relating to Occupational Laws, and the Company does not have knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that could would reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedings.

Labor Relations. No labor dispute exists or, (a) The Company has made available to the knowledge Parent a complete list of all employees of the CompanyGroup Companies as of the date of this Agreement and, is imminent as applicable, their classification as exempt or non-exempt under the Fair Labor Standards Act, employer, title and/or job description, job location (city and state) and base compensation and any bonuses paid with respect to any the 2020 fiscal year; provided that such list may be anonymized in order to comply with Applicable Legal Requirements relating to the transfer or disclosure of personally identifiable information, data privacy, or otherwise. As of the date of this Agreement, all employees of the Group Companies are legally permitted to be employed by the Group Companies in the jurisdiction in which such employees are employed in their current job capacities. (b) No Group Company is a party to or negotiating any collective bargaining agreement with respect to employees of any Group Company, which could . (c) Except as would not reasonably be expected to result in material liabilities to the Group Companies, taken as a Material Adverse Effect. None of whole, since the Company’s inception, there have been no strikes, work stoppages, slowdowns, lockouts, arbitrations, or its Subsidiaries’ employees is a member of a union that relates material grievances or other labor disputes (including unfair labor practice charges, grievances, or complaints) pending, or, to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge Knowledge of the Company, threatened against or involving any Group Company. Since the Company’s inception, (i) no executive officer of the Company labor union or any Subsidiary, isother labor organization, or is now expected to be, in violation group of employees of any material term of any employment contractGroup Company, confidentiality, disclosure has made a written demand for recognition or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability certification with respect to any employees of any Group Company, and there are no representation or certification proceedings presently pending or, to the Knowledge of the foregoing matters. The Company, threatened to be brought or filed with the National Labor Relations Board or any similar labor relations tribunal or authority, (ii) to the Knowledge of the Company, there have been no pending or threatened union organizing activities with respect to employees of any Group Company, and (iii) there has been no actual or, to the Knowledge of the Company, threatened, material unfair labor practice charges against any Group Company. (d) As of the date hereof, there are no, and since the Company’s inception through the date hereof, there has been no, complaints, charges or claims against the Company and its Subsidiaries are pending or, to Knowledge of the Company, threatened before any Governmental Entity based on, arising out of, in compliance connection with all Applicable Laws or otherwise relating to employment and employment practicesthe employment, terms and conditions termination of employment and wages and hoursor failure to employ by any Group Company, of any individual, except where the failure to be in compliance could for those complaints, charges or claims which would not, individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole. (e) The Group Companies are, and since the Company’s inception through the date hereof, have been, in compliance in all material respects with all Legal Requirements relating to the employment of labor, including all such Legal Requirements relating to wages (including minimum wage and overtime), hours or work, child labor, discrimination, civil rights, withholdings and deductions, classification and payment of employees, independent contractors, and consultants, employment equity, the federal Worker Adjustment and Retraining Notification Act (“WARN”) and any similar state or local “mass layoff” or “plant closing” Legal Requirement, collective bargaining, occupational health and safety, workers’ compensation, and immigration, except for instances of noncompliance which would not, individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a Material Adverse Effectwhole. The Company There has been no “mass layoff” or “plant closing” (as defined by WARN) with respect to the Group Companies within the six months prior to the date of this Agreement and no such events are reasonably expected to occur prior to Closing. (f) Except as would not reasonably be expected to result in material liabilities to the Group Companies, taken as a whole, since the Company’s inception, (i) each of the Subsidiaries Group Companies has withheld all amounts required by Legal Requirements or by agreement to be withheld from the wages, salaries and other payments that have become due and payable to employees; (Aii) is each of the Group Companies has paid in compliancefull to all employees and individual independent contractors all wages, in all material respectssalaries, with Applicable Laws commissions, bonuses and other compensation due and payable to or on behalf of such employees and such individual independent contractors; (including pursuant iii) to the Occupational Health Knowledge of the Company, each individual who since the Company’s inception has provided or is providing services to any Group Company, and Safety Act has been classified as (y) an independent contractor, consultant, leased employee, or its foreign equivalentsother non-employee service provider, or (z) an exempt employee, has been properly classified as such under all Applicable Legal Requirements relating to the protection of human health wage and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conductedhour and Tax; and (Civ) is no Group Company has been liable for any arrears of wages, compensation or related Taxes, penalties, or other sums with respect to its employees. (g) To the Knowledge of the Company, no senior executive has provided oral or written notice, and no key employee of the Group Companies has provided written notice, of any present intention to terminate his or her relationship with any Group Company within the first twelve (12) months following the Closing. (h) Since the Company’s inception, there have been no material employment discrimination or employment harassment allegations made in compliancewriting raised, in all material respectsbrought, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending settled or, to the Knowledge of the Company’s knowledge, threatened against the Company or any of its Subsidiaries threatened, relating to Occupational Laws, and the Company does not have knowledge any appointed officer or director of any facts, circumstances Group Company involving or developments relating to its operations his or cost accounting practices her services provided to the Group Companies that could would reasonably be expected to form result in any material liability to the basis for Group Companies, taken as a whole. The policies and practices of the Group Companies comply in all material respects with all federal, state, and local Legal Requirements concerning employment discrimination and employment harassment, except as would not, individually or give rise in the aggregate, reasonably be expected to such actionsbe material to the Group Companies, suitstaken as a whole. (i) Except as would not reasonably be expected to result in material liabilities to the Group Companies, investigations taken as a whole, since the Company’s inception, (i) no Group Company has been party to any proceeding, order, dispute, or proceedingsclaim involving any joint employer or co-employer causes of action by any individual who was employed or engaged by a third party and providing services to any Group Company; and (ii) no Group Company has been deemed to be, or to the Knowledge of the Company alleged to be, in a joint-employment, co-employment, or similar relationship with any third party, with respect to any of the Group Company’s employees or individual independent contractors. (j) The execution and delivery of this Agreement and the other Transaction Agreements and the performance of this Agreement and the Transactions do not require the Company to seek or obtain any consent, engage in consultation with, or issue any notice to any unions or labor organizations.

Labor Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. (i) The Company and its Subsidiaries are in compliance in all material respects with all Applicable Laws relating to federal, state and provincial laws respecting employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be and has not engaged in compliance could notany unfair labor or unfair employment practice, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of the Subsidiaries (Aii) there is in compliance, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) no unlawful employment practice discrimination charge relating to the protection Company or any of human health and safety its Subsidiaries pending before the Equal Employment Opportunity Commission ("EEOC") or any EEOC recognized state "referral agency" or any comparable authority in any jurisdiction, (iii) there is no unfair labor practice charge or complaint against the workplace Company or any of its Subsidiaries pending before the National Labor Relations Board (“Occupational Laws”); "NLRB") or any comparable authority in any jurisdiction, (Biv) has received all Authorizations there is no labor strike, dispute, slowdown or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is stoppage actually pending or, to the knowledge of the Company’s knowledge, threatened against or involving or affecting the Company or any of its Subsidiaries, (v) no labor organization or group of employees of the Company or any of its Subsidiaries has made a pending demand for recognition or certification, and there are no representation or certification proceedings presently pending or, to the knowledge of the Company, threatened to be brought or filed with the NRLB or any other labor relations tribunal or authority, (vi) no grievance or arbitration proceeding relating to the Company or any of its Subsidiaries is pending and no written claim therefor exists, (vii) there is no claim, charge or complaint relating to the Company or any of its Subsidiaries relating to Occupational Lawsviolations of applicable human rights laws or regulations, (vii) the Company and each of its Subsidiaries have complied with all applicable laws relating to payroll and wage deductions for unemployment insurance, and (ix) there is no collective bargaining agreement which is binding on the Company does not have knowledge or any of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedingsSubsidiaries.

Labor Relations. No labor dispute exists or, to the knowledge (a) Except as set forth in Schedule 4.12(a) of the CompanyCompany Disclosure Letter, is imminent with respect to any of except for matters that, individually or in the employees of the Companyaggregate, which could have not resulted or would not reasonably be expected to result in material liability to the Company and its Subsidiaries, taken as a Material Adverse Effect. None whole, (i) none of the Company or any of its Subsidiaries has engaged in any unfair labor practices since December 31, 2015; (ii) no unfair labor practice or labor charge or complaint is pending or, to the Knowledge of the Company’s or its Subsidiaries’ employees is a member of a union that relates , threatened with respect to such employee’s relationship with the Company or any of its Subsidiaries before the National Labor Relations Board, the Equal Employment Opportunity Commission or any other Governmental Authority, (iii) there is no grievance or arbitration proceeding arising out of or under collective bargaining agreements pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries. (b) Except as set forth in Schedule 4.12(b) of the Company Disclosure Letter (i) no material labor dispute, strike, slowdown, lockout or work stoppage is pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries and there has been no material labor dispute, strike, work stoppage or lockout in the previous three years; (ii) none of the Company or any of its Subsidiaries is a party to any collective bargaining agreement, Contract or similar agreement or understanding with any labor organization, labor union, works council, employee association, or other representative of any employees of the Company or any of its Subsidiaries (collectively, “Union”), nor is any such Subsidiary, agreement presently being negotiated by the Company nor any of its Subsidiaries and neither the Company nor any of its Subsidiaries is has a party duty or obligation pursuant to a collective bargaining agreementany Contract or applicable Law, and as the Company and its Subsidiaries believe that their relationships case may be, to bargain with their employees are good. To any Union; (iii) to the knowledge Knowledge of the Company, there is no executive officer union representation question existing with respect to the employees of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries Subsidiaries; and (iv) to any liability the Knowledge of the Company, (A) no organizational efforts with respect to the formation of a collective bargaining unit are presently being made or threatened, involving employees of the Company or any of its Subsidiaries, and (B) there have been no such organizational efforts in the foregoing matters. The previous three (3) years. (c) Except for matters that, individually or in the aggregate, have not resulted or would not reasonably be expected to result in material liability to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are in compliance with all Applicable Laws relating to the hiring, promotion, assignment, and termination of employees, including the Worker Adjustment and Retraining Notification Act; discrimination; harassment; retaliation; equal employment and employment practices, terms and conditions of employment and opportunities; disability; labor relations; wages and hours; profit sharing obligations, except where social security and housing contributions; the failure Fair Labor Standards Act, and applicable state and local wage and hour Laws (collectively, the “FLSA”); immigration; workers’ compensation; employee benefits; classification of employees under the FLSA; background and credit checks; occupational safety and health; family and medical leave; data privacy and data protection; and any bargaining or other obligations under the National Labor Relations Act and the Labor-Management Relations Act, and (ii) none of the Company or any of its Subsidiaries has classified an individual as an “independent contractor” or of similar status who, according to be in compliance could nota Company Plan or Applicable Law, should have been classified as an employee or of similar status. (d) 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 Authority relating to employees or employment practices. Except for matters that, individually or in the aggregate, have not resulted or would not reasonably be expected to have a Material Adverse Effect. The result in material liability to the Company and each its Subsidiaries, taken as a whole, none of the Company, any of its Subsidiaries (A) is in compliance, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or any of its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) or their executive officers has received all Authorizations within the past three (3) years any notice of intent by any Governmental Authority responsible for the enforcement of labor or other approvals required of it under applicable Occupational employment Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, an investigation relating to the Company’s knowledge, threatened against the Company or any of its Subsidiaries relating and, to Occupational Lawsthe Knowledge of the Company, no such investigation is in progress. (e) As of the date hereof, (i) no member of the Company’s Executive Committee, the members of which are set forth on Schedule 4.12(e) of the Company Disclosure Letter, has given written notice to the Company that such employee intends to terminate his or her employment, and (ii) the Company does not have knowledge any plans or intentions to terminate any such person. (f) The Company and each of its Subsidiaries has promptly, thoroughly and impartially investigated all sexual harassment allegations of which it is or was made aware. With respect to each such allegation with potential merit, the Company or its Subsidiary has taken prompt corrective action that is reasonably calculated to prevent further harassment. The Company does not reasonably expect any facts, circumstances or developments relating material liability with respect to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to any such actions, suits, investigations or proceedingsallegations.

Labor Relations. (a) (i) No labor dispute exists oremployee of the Company or any of its Subsidiaries is represented by a union, (ii) to the knowledge Knowledge of the Company, is imminent with respect to any of no union organizing efforts have been conducted within the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s last three years or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiaryare now being conducted, and (iii) neither the Company nor any of its Subsidiaries is a party to a any collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does labor contract. Except as would not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all Applicable Laws relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The , neither the Company and each nor any of the its Subsidiaries (A) is in compliancecurrently has, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Knowledge of the Company’s knowledge, threatened is there now threatened, a strike, picket, work stoppage, work slowdown or other labor dispute, and there are no unfair labor practice charges or complaints against the Company or any of its Subsidiaries relating Subsidiaries, to Occupational Lawsthe Knowledge of the Company, pending or threatened, and during the Company does last three years there have not have knowledge of been any facts, circumstances such charges or developments relating to its operations or cost accounting practices that could complaints. (b) Except as would not reasonably be expected to form have a Company Material Adverse Effect, each of the basis for Company and its Subsidiaries is in compliance with all applicable Laws relating to the employment of labor, including all applicable Laws relating to the payment of wages and overtime wages, hours of work, immigration and work authorization matters, collective bargaining, employment discrimination, civil rights, leave entitlement, safety and health, workers’ compensation, pay equity and the collection and payment of withholding or give rise social security taxes. (c) Except as would not reasonably be expected to have a Company Material Adverse Effect, with respect to any person who provides personal services to the Company or any of its Subsidiaries, (i) the Company or the applicable Subsidiary has properly classified each service provider as either an “employee” or an “independent contractor” and has classified each employee as either “exempt” or “non-exempt,” (ii) neither the Company nor any of its Subsidiaries have any liability by reason of any such person being improperly excluded from participating in a Company Benefit Plan, and (iii) there are no complaints, actions, suitsclaims or proceedings pending or, investigations to the Knowledge of the Company, threatened to be brought by any such person or proceedingsany Governmental Authority to reclassify such person.

Labor Relations. (a) No labor dispute exists oremployee of the Company or any of its Subsidiaries is represented by a union and, to the knowledge Knowledge of the Company, is imminent with respect to any of no union organizing efforts have been conducted within the employees of the Company, which could reasonably be expected to result in a Material Adverse Effectlast three years or are now being conducted. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither Neither the Company nor any of its Subsidiaries is is, or in the past three years has been, a party to a any collective bargaining agreement, and agreement or other collective labor contract with any labor union or other labor or employees’ association or works council. Neither the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or nor any of its Subsidiaries currently has or in the past three years had, or, to any liability with respect to any the Knowledge of the foregoing matters. The Company and its Subsidiaries are in compliance with all Applicable Laws relating to employment and employment practicesis there now threatened, terms and conditions of employment and wages and hoursa strike, except where the failure to be in compliance could picket, work stoppage, work slowdown or other organized labor dispute. (b) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company and , each of the Company and its Subsidiaries (A) is in compliance, and has been in compliance with all material respects, with Applicable applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection employment of human health labor, including all applicable Laws relating to wages, hours, overtime, collective bargaining, unfair labor practices, employment discrimination, disability, immigration, employee classification, civil rights, safety and safety in health, workers’ compensation, pay equity and the workplace (“Occupational Laws”); (B) has received all Authorizations collection and payment of withholding or social security taxes, family and medical leave, employee terminations, data privacy and data protection, and any bargaining or other approvals required obligations under the National Labor Relations Act and the Labor-Management Relations Act or similar Laws, the Company nor any of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) Subsidiaries is in compliancethe subject of, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending ornor, to the Knowledge of the Company’s knowledge, threatened against is there threatened, any proceeding reasonably likely to give rise to a material Liability asserting that the Company or any of its Subsidiaries relating to Occupational is in breach of any such Laws, and neither the Company does not have knowledge nor any of its Subsidiaries has incurred any Liability under the Worker Adjustment and Retraining Notification Act or any similar state or local Law within the six months prior to the date of this Agreement that remains unsatisfied. (c) Neither the Company nor any of its Subsidiaries has any direct or indirect material Liability with respect to any misclassification of any factsperson as an independent contractor rather than as an employee or as exempt rather than non-exempt, circumstances or developments relating with respect to any employee leased from another employer, and no individual who has performed services for the Company or any of its operations Subsidiaries has been improperly included or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedingsexcluded from participation in any Company Benefit Plan.

Labor Relations. No (a) There is no labor dispute exists or employment-related Legal Proceeding pending or, to the knowledge Knowledge of the Company, is imminent with respect to threatened against the Company or any of the other Debtors, by or on behalf of any of their respective employees or such employees’ labor organization, works council, workers’ committee, union representatives or any other type of the Companyemployees’ representatives appointed for collective bargaining purposes (collectively “Employee Representatives”), which could or by any Governmental Entity, that would reasonably be expected to result in a Material Adverse Effect. None Change. (b) Except as would not reasonably be expected to result in a Material Adverse Change, there is no strike, lockout, material labor dispute or, to the Knowledge of the Company’s , threat thereof, by or its Subsidiaries’ with respect to any employees is a member of a union that relates to such employee’s relationship with the Company or any of the other Debtors, and, to the Knowledge of the Company, there has not been any such Subsidiaryaction within the past two (2) years. Except as would not reasonably be expected to result in a Material Adverse Change, and neither the Company nor any of its Subsidiaries the other Debtors is a party subject to a collective bargaining agreementany obligation (whether pursuant to Law or Contract) to notify, and inform and/or consult with, or obtain consent from, any Employee Representative regarding the Company and its Subsidiaries believe that their relationships transactions contemplated by this Agreement prior to entering into the Agreement. (c) The Debtors have complied in all respects with their payment obligations to all employees are good. To the knowledge of the CompanyDebtors in respect of all wages, no executive officer of the salaries, fees, commissions, bonuses, overtime pay, holiday pay, sick pay, benefits and all other compensation, remuneration and emoluments due and payable to such employees under any Company Plan or any Subsidiary, is, applicable Collective Bargaining Agreement or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, Law (including the Fair Labor Standards Act or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each applicable Law dealing with such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all Applicable Laws relating to employment and employment practices, terms and conditions of employment and wages and hours), except where to the failure to be in compliance could not, individually or in the aggregate, extent that any noncompliance would not reasonably be expected to have result in a Material Adverse Effect. The Company and each Change and, for the avoidance of doubt, except for any payments that are not permitted by the Subsidiaries Bankruptcy Court or the Bankruptcy Code. (Ad) is in compliance, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business Except as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries relating to Occupational Laws, and the Company does would not have knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form result in a Material Adverse Change, (i) the basis for or consummation of the transactions contemplated by the Transaction Agreements will not give rise to such actions, suits, investigations a right of termination or proceedingsright of renegotiation on the part of any union under any material Collective Bargaining Agreement and (ii) all payments due from any of the Debtors or for which any claim may be made against any of the Debtors on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of any of the Debtors to the extent required by GAAP.

Labor Relations. No There are no collective bargaining agreements, labor dispute exists union contracts, trade union agreements or other works council agreements to which the Company or any of its Subsidiaries is a party or by which any of them is bound. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, since the Lookback Date, neither the Company nor any of its Subsidiaries has encountered any labor union organizing activity, or had any actual or, to the knowledge of the Company, threatened employee strikes, work stoppages, slowdowns or lockouts and, to the knowledge of the Company, no labor union organizing activity, strike, work stoppage, slowdown or lockout is imminent with respect to any threatened. As of the date of this Agreement, (i) none of the employees of the CompanyCompany or any of its Subsidiaries is represented by any labor union, which could works council or similar organization with respect to his or her employment by the Company or such Subsidiary and (ii) the Company and its Subsidiaries do not have any obligation to inform or consult with any such employees or their representatives in respect of the Merger or the other transactions contemplated by this Agreement with respect to any such organization. Except as would not reasonably be expected to result have, individually or in the aggregate, a Material Adverse Effect. None , each of the Company’s or Company and its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such SubsidiarySubsidiaries is, and since the Lookback Date has been, in compliance with all applicable Laws and Judgments relating to labor relations, employment and employment practices, including occupational safety and health standards, terms and conditions of employment, payment of wages, classification of employees, immigration, visa, work status, human rights, pay equity and workers’ compensation, and is not, and since the Lookback Date has not, engaged in any unfair labor practice. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation has received notice of any material term of any employment contract, confidentiality, disclosure unfair labor practice charge or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject complaint against the Company or any of its Subsidiaries that is pending or, to any liability with respect to any the knowledge of the foregoing mattersCompany, threatened, in each case before the National Labor Relations Board or any comparable Governmental Entity. The Since the Lookback Date, (i) no allegations of sexual harassment, misconduct, discrimination or retaliation have been made against any employee of the Company and or its Subsidiaries with the title of Director or above through the Company’s anonymous employee hotline or any formal human resources communication channels at the Company, and (ii) there are in compliance with all Applicable Laws relating no actions, suits, or to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each knowledge of the Subsidiaries (A) is in complianceCompany, in all material respectsinvestigations by any Governmental Entity or proceedings before any Governmental Entity, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against related to any allegations of sexual harassment, misconduct, discrimination or retaliation by any employee of the Company or any of its Subsidiaries relating to Occupational Laws, and with the Company does not have knowledge title of any facts, circumstances Director or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedingsabove.

Labor Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary(a) Each Lime Entity is, and neither during the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to bepast (3) three years has been, in violation of any compliance in all material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance respects with all Applicable applicable Laws respecting employment, including but not limited to Laws relating to employment and employment practicesdiscrimination, harassment, retaliation, terms and conditions of employment and wages and employment, worker classification, wages, hours, except where termination of employment, occupational safety and health, employee privacy, and employment practices, including the failure to be Immigration Reform and Control Act. Each Lime Entity is, and during the past three (3) years has been, in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of the Subsidiaries (A) is in compliance, in all material respects, respects with Applicable all applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection engagement of human health all independent contractors and safety in leased employees. During the workplace past three years, each Lime Entity has not misclassified (“Occupational i) any employees as exempt under any applicable Law, including but not limited to minimum wage, overtime compensation, rest period, and/or meal break Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (Cii) is any worker as independent contractor rather than as employee under any applicable Law, including but not limited to any Tax Laws or any minimum wage, overtime compensation, rest period, and/or meal break Laws. During the prior three (3) years, no Lime Entity or any of their employees, officers or directors (in compliancetheir capacity as such) has been a party to any Litigation asserting that it or any other Lime Entity has violated any employment Contract or Laws respecting employment, in all material respectsincluding but not limited to Laws relating to discrimination, with all harassment, retaliation, terms and conditions of such Authorizations or approval. employment, worker classification, wages, hours, termination of employment, occupational safety and health, employee privacy, and employment practices, including the Immigration Reform and Control Act. (b) No action, proceeding, revocation proceeding, writ, injunction or claim Lime Entity is the subject of any pending or, to the CompanyLime’s knowledgeKnowledge, threatened against the Company Litigation asserting that it or any other Lime Entity has committed an unfair labor practice (within the meaning of its Subsidiaries the National Labor Relations Act or comparable state Law) or other violation of state or federal labor or employment Law or seeking to compel it or any other Lime Entity to bargain with any labor organization or other employee representative as to wages or conditions of employment, nor is any Lime Entity a party to any collective bargaining agreement or subject to any bargaining order, injunction, or other Order relating to Occupational LawsLime’s relationship or dealings with its employees, any labor organization or any other employee representative. To Lime’s Knowledge, there is no strike, slowdown, picketing, lockout, or other job action or labor dispute involving any Lime Entity pending or threatened and there have been no such actual or threatened actions or disputes in the past three years. To Lime’s Knowledge, in the past three years there has not been any attempt by any Lime Entity employees or any labor organization or other employee representative to organize or certify a collective bargaining unit or to engage in any other union organization activity with respect to the workforce of any Lime Entity. Except as disclosed in Section 4.14 of Lime’s Disclosure Memorandum, employment of each employee of each Lime Entity is terminable at will by the relevant Lime Entity without any obligation to provide severance benefits or severance pay upon a termination of employment. (c) To Lime’s Knowledge, all of the employees employed in the United States are either United States citizens or are legally entitled to work in the United States under the Immigration Reform and Control Act of 1986, as amended, other United States immigration Laws and the Laws related to the employment of non-United States citizens applicable in the state in which the employees are employed. (d) Since December 31, 2015, no Lime Entity has effectuated (i) a “plant closing” (as defined in the Worker Adjustment and Retraining Notification Act (the “WARN Act”)) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of any Lime Entity; or (ii) a “mass layoff” (as defined in the WARN Act) affecting any site of employment or facility of any Lime Entity; and no Lime Entity has been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state or local Law. (e) Each Lime Entity has (i) withheld all amounts required by Law or by agreement to be withheld from the wages, salaries and other payments to employees, and is not liable for any arrears of wages, compensation, Taxes, penalties or other sums for failure to comply with any of the Company does not have knowledge foregoing; and (ii) paid in full to all employees, independent contractors and consultants all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of any factssuch employees, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedingsindependent contractors and consultants.

Labor Relations. No material labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To No executive officer, to the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all Applicable Laws U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each To the knowledge of the Subsidiaries (A) is in complianceCompany, in all material respects, no “prohibited transaction” as defined under Section 406 of ERISA or Section 4975 of the Internal Revenue Code and not exempt under ERISA Section 408 and the regulations and published interpretations thereunder has occurred with Applicable Laws (including pursuant respect to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) any employee benefit plan. At no time has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against the Company or any ERISA Affiliate maintained, sponsored, participated in, contributed to or has or had any liability or obligation in respect of any employee benefit plan subject to Part 3 of Subtitle B of Title I of ERISA, Title IV of ERISA, or Section 412 of the Internal Revenue Code or any “multiemployer plan” as defined in Section 3(37) of ERISA or any multiple employer plan for which the Company or any ERISA Affiliate has incurred or could incur liability under Section 4063 or 4064 of ERISA. No employee benefit plan provides or promises, or at any time provided or promised, retiree health, life insurance, or other retiree welfare benefits except as may be required by the Consolidated Omnibus Budget Reconciliation Act of 1985 or similar state law. Each employee benefit plan is and has been operated in material compliance with its Subsidiaries relating terms and all applicable laws, including but not limited to Occupational LawsERISA and the Internal Revenue Code and, to the knowledge of the Company, no event has occurred (including a “reportable event” as such term is defined in Section 4043 of ERISA) and no condition exists that would subject the Company or any ERISA Affiliate to any material tax, fine, lien, penalty or liability imposed by ERISA, the Internal Revenue Code or other applicable law. Each employee benefit plan intended to be qualified under Internal Revenue Code Section 401(a) is so qualified and has a favorable determination or opinion letter from the Internal Revenue Service upon which it can rely, and any such determination or opinion letter remains in effect and has not been revoked; to the Company does not have knowledge of the Company, nothing has occurred since the date of any factssuch determination or opinion letter that is reasonably likely to adversely affect such qualification; (ii) with respect to each foreign benefit plan, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedings.foreign

Labor Relations. (i) No labor dispute exists or, to the knowledge Knowledge of the CompanyAloft, is imminent with respect to any of the employees of the CompanyAloft, which could reasonably be expected to result in a Material Adverse EffectEffect on Aloft and its Subsidiaries taken as a whole. None of the CompanyAloft’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company Aloft or such Subsidiary, and neither the Company Aloft nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company Aloft and its Subsidiaries believe that their relationships with their employees are good. To the knowledge Knowledge of the CompanyAloft, no executive officer of the Company Aloft or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer through the Closing Date does not subject the Company Aloft or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company Aloft and its Subsidiaries are in material compliance with all Applicable U.S. federal, state, local and foreign Laws relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect on Aloft. The Company and each To the Shareholder Representatives’ s Knowledge: (ii) no allegations of the Subsidiaries (A) is in compliancesexual harassment, in all material respectssexual misconduct or discrimination, with Applicable Laws (including pursuant to the Occupational Health and Safety Act whether such discrimination arises from race, ethnic background, sex, gender status, age or its foreign equivalents) relating to the protection of human health and safety in the workplace otherwise (“Occupational LawsMisconduct”); (B) has received all Authorizations have been made involving any current or other approvals required former director, officer, employee or independent contractor of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against the Company Aloft or any of its Subsidiaries; and (iii) neither Aloft nor any of its Subsidiaries relating have entered into any settlement agreements related to Occupational Lawsallegations of Misconduct by any current or former director, and the Company does not have knowledge officer, employee, or independent contractor of Aloft or any facts, circumstances or developments relating to of its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedingsSubsidiaries.

Labor Relations. No (a) There are no collective bargaining agreements or other Contracts with a labor dispute exists or, union or other labor organization to which Company or any of its Subsidiaries is a party or by which Company or any of its Subsidiaries is bound. None of the employees of Company or any of its Subsidiaries is represented by any union with respect to such employee’s employment by Company or any of its Subsidiaries. To the knowledge of the Company, is imminent there are no current union organizing activities with respect to any of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreementSubsidiaries. Since January 1, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company2011, (i) there has been no executive officer of the Company material grievance, material arbitration, lockout, work stoppage, walk-out, organized slowdown, strike or any Subsidiary, is, other material labor dispute against or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the affecting Company or any of its Subsidiaries and, to the knowledge of Company, no such dispute has been threatened and (ii) there has been no unfair labor practice charge or complaint before the National Labor Relations Board or any liability with respect other Governmental Entity and, to the knowledge of Company, no such complaint has been threatened. Neither Company nor its Subsidiaries nor any of their respective employees, agents or Representatives have committed any material unfair labor practice as defined in the foregoing matters. The Company and its Subsidiaries are in compliance with all Applicable Laws relating to employment and employment practices, terms and conditions National Labor Relations Act or any similar Law. (b) Except for instances of employment and wages and hours, except where the failure to be in compliance could notnoncompliance that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. The , Company and its Subsidiaries: (i) are not required to maintain an affirmative action plan, (ii) have properly classified and treated all of their employees as “exempt” or “nonexempt” from overtime requirements under applicable Law, (iii) are not delinquent in any payments to, or on behalf of, any current or former independent contractors or employees for any services or amounts required to be reimbursed or otherwise paid, (iv) have withheld and reported all material amounts required by Law or by agreement to be withheld and reported with respect to wages, salaries and other payments to any current or former independent contractors or employees, (v) have collected and maintained a valid Form I-9 for each of the Subsidiaries their employees and (Avi) is in complianceare not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Entity with respect to unemployment compensation benefits, in all material respects, with Applicable Laws social security or other benefits or obligations for any current or former independent contractors or employees (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety other than routine payments in the workplace ordinary course of business). (“Occupational Laws”); (Bc) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against the Neither Company or nor any of its Subsidiaries relating to Occupational Lawshas direct or indirect material liability as a result of any misclassification of any Person as an independent contractor rather than as an employee. Each employee of Company and its Subsidiaries has 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. Company and its Subsidiaries are, and since January 1, 2011 have been, in compliance with all notice and other material requirements under the Worker Adjustment Retraining and Notification Act and all similar state or local Law (the “WARN Act”). In the ninety (90) days prior to the date hereof, neither Company does not have knowledge nor any of its Subsidiaries has (i) effectuated a “plant closing” (as defined in the WARN Act), (ii) effectuated a “mass layoff” (as defined in the WARN Act) or (iii) undertaken any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form other similar action requiring notice under the basis for or give rise to such actions, suits, investigations or proceedingsWARN Act.

Labor Relations. No (a) Except as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, (i) neither the Company nor any of its Subsidiaries is experiencing, or in the past three (3) years has experienced, any work stoppage, labor strike, slowdown, union organizing activity, picketing or other material labor dispute exists oror claim of unfair labor practices and, to the knowledge of the Company, no such activity is imminent threatened, (ii) the Company and each of its Subsidiaries are in compliance with respect to all applicable Laws respecting employment, termination of employment, employment practices, and terms and conditions of employment, including wages, hours, equal opportunity, withholding of Taxes, employment discrimination and practices, retaliation, occupational health and safety, workers’ compensation, immigration, classification of workers and collective bargaining, and are not engaged in any unfair labor practice, (iii) there is no and there has not been, in the past three (3) years, any unfair labor practice charge or complaint against the Company or any of its Subsidiaries pending, or to the employees knowledge of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of threatened, before the Company’s National Labor Relations Board or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with any other Governmental Authority, (iv) no individual who has performed services for the Company or any of its Subsidiaries has been improperly excluded from participation in any Benefit Plan and (v) each current service provider compensated as an independent contractor or as an exempt or nonexempt employee of the Company or any of its Subsidiaries is and at all times has been properly characterized as such Subsidiarybased on the applicable standards under applicable Laws. (b) Except as set forth in Section 2.13(b) of the Seller Disclosure Letter, and neither the Company nor any of its Subsidiaries is a party to a or bound by any collective bargaining agreement, and agreement or relationship with any labor organization. (c) Except as would not reasonably be expected to be material to the Company and its Subsidiaries believe that their relationships with their employees are good. To Subsidiaries, taken as a whole, there is no pending or, to the knowledge of the Company, no executive officer of the Company threatened, claim or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all Applicable Laws relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of the Subsidiaries (A) is in compliance, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened Action against the Company or any of its Subsidiaries relating with respect to Occupational Lawsallegations of sexual harassment or sexual misconduct, and except as set forth in Section 2.13(c) of the Seller Disclosure Letter, during the past three (3) years (i) to the knowledge of the Company, there have been no reported internal or external written complaints accusing any supervisory or managerial employee of the Company does not have or any of its Subsidiaries of sexual harassment or sexual misconduct and (ii) to the knowledge of the Company, there has been no settlement of, or payment arising out of or related to, any facts, circumstances claim or developments relating Action with respect to its operations sexual harassment or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedingssexual misconduct.

Labor Relations. No Except as set forth in Section 2.14 of the Disclosure Schedule, (i) the Company is not a party to any collective bargaining agreement applicable to employees of the Company, nor is any such contract or agreement presently being negotiated; (ii) the Company is not a party to any employment agreement or consulting agreement with any person or entity obligating the Company to make payments in excess of $25,000 per year, nor is any such contract or agreement presently being negotiated; (iii) there is no unfair labor dispute exists practice charge or complaint pending or, to the knowledge of the CompanySeller and the Senior Managers, is imminent with respect to any of threatened against or otherwise affecting the employees of the CompanyCompany which, which could reasonably be expected to if adversely determined, would result in a liability having a Material Adverse Effect. None ; (iv) there is no labor strike, slowdown, work stoppage, or lockout in effect, or, to the knowledge of the Seller and the Senior Managers, threatened against or otherwise affecting the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with , and the Company has not experienced any such labor controversy within the past three years; (v) the Company is not a party to, or such Subsidiaryotherwise bound by, any consent decree with, or citation by, any governmental authority relating to employees or employment practices; (vi) the Company will not have any material liability under any benefit or severance policy, practice, agreement, plan, or program which exists or arises, or may be deemed to exist or arise, under any applicable law or otherwise, as a result of the transactions contemplated hereunder; (vii) the Company is in compliance with its obligations pursuant to the Worker Adjustment and Retraining Notification Act of 1988 ("WARN ACT"), and neither the Company nor all other notification and bargaining obligations arising under any of its Subsidiaries is a party to a collective bargaining agreement, statute or otherwise and (viii) or any other Section of the Disclosure Schedule and except for the unwritten employment arrangements of the Company undertaken in the ordinary course of business, there are no agreements or arrangements between the Company and its Subsidiaries believe that their relationships with their employees are goodany employee of the Company. To the knowledge of the CompanySeller and the Senior Managers, there is no executive officer effort to organize employees of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all Applicable Laws relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of the Subsidiaries (A) is in compliance, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim which is pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries relating to Occupational Laws, and the Company does not have knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedingsthreatened.

Labor Relations. No labor dispute exists or(a) The Company is not a party to, to the knowledge of the Companyand has no obligations under, is imminent with respect to any of the employees of the Companycollective bargaining agreement or other agreement, which could reasonably be expected to result unexpired, or expired in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with circumstances where the Company or such Subsidiary, and neither has a continuing statutory obligation to maintain the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all Applicable Laws relating to employment and employment practices, existing terms and conditions of employment as specified in the expired contract, with any labor organization governing wages, hours or other terms and wages conditions of employment of any current employees of the Company at any facility currently operated by the Company in the United States and hoursCanada, except where the failure to be in compliance could notthat is, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole; (b) there are no current organizational activities, demands for recognition or petitions for representation by a labor organization seeking to represent employees of the Company or any Subsidiary that would reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. The Company and each ; (c) no grievance, arbitration, litigation, complaint or charge, or, to the Knowledge of the Subsidiaries (A) is in complianceCompany, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) investigations relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations labor or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim employment matters is pending or, to the Knowledge of the Company’s knowledge, threatened against the Company or any of its Subsidiaries relating to Occupational Lawswhich, and the Company does except as would not have knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form have, individually or in the basis for aggregate, a Company Material Adverse Effect; (d) the Company and each of its Subsidiaries has complied and is in compliance in all respects with all applicable laws (domestic and foreign), agreements, contracts, and policies relating to employment, employment practices, wages, hours, and terms and conditions of employment and is not engaged in any unfair labor practice as defined by the National Labor Relations Board (or give rise any foreign equivalent), in each case except where the failure to such actionscomply would not reasonably be expected to have, suitsindividually or in the aggregate, investigations a Company Material Adverse Effect; and (e) the Company has complied and is in compliance in all material respects with its obligations pursuant to the Worker Adjustment and Retraining Notification Act of 1988 ("WARN Act") (and any similar state or proceedingslocal law) to the extent applicable, and all material other employee notification and bargaining obligations arising under any collective bargaining agreement or statute, in each case except to the extent the failure to comply would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Labor Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s 's or its Subsidiaries’ ' employees is a member of a union that relates to such employee’s 's relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing mattersmatters that would reasonably be expected to have a Material Adverse Effect. The Company and its Subsidiaries are in compliance with all Applicable Laws relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of the Subsidiaries (A) is in compliance, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“"Occupational Laws”"); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s 's knowledge, threatened against the Company or any of its Subsidiaries relating to Occupational Laws, and the Company does not have knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedings.

Labor Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s (a) Except as disclosed on Schedule 4.15(a) or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all Applicable Laws relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could as would not, individually or in the aggregate, reasonably be expected to be material to the operation of the business of the Company Group, taken as a whole, in the last three years: (i) neither the Company nor any of the Company Subsidiaries have experienced any work stoppage, labor strike, lockout, slowdown, material labor grievance, material labor arbitration or other material labor dispute, (ii) there have been no labor organizing, certification or de-certification activities with respect to any employees of the Company or any of the Company Subsidiaries, and (iii) there has been no unfair labor practice charge or complaint against the Company or any of the Company Subsidiaries pending before the National Labor Relations Board or any similar Governmental Authority. (b) Except as disclosed on Schedule 4.15(b), neither the Company nor any of the Company Subsidiaries is a Material Adverse Effect. party to or bound by any Labor Agreement or relationship with any labor union, labor organization, works council, employee representative or group of employees and no employees of the Company or any of the Company Subsidiaries are represented by any labor union, labor organization, works council, employee representative or group of employees with respect to their employment with the Company or any of the Company Subsidiaries. (c) The Company and each of the Company Subsidiaries (A) is in compliancehave reasonably and impartially investigated all sexual harassment, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required harassment, discrimination or retaliation allegations (except those the Company or the applicable Company Subsidiary reasonably deemed to not have merit), against any officers, directors, executives or supervisory employees of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries relating Company Subsidiary that have been reported to Occupational Laws, and the Company does not have knowledge or any Company Subsidiary or of which the Company or any factsCompany Subsidiary was otherwise aware in the past three years, circumstances except as would not, individually or developments relating to its operations or cost accounting practices that could in the aggregate, reasonably be expected to form be material to the basis for operation of the business of the Company Group, taken as a whole. With respect to each such allegation (except those the Company or give rise the applicable Company Subsidiary reasonably deemed to not have merit), the Company or the applicable Company Subsidiary has taken prompt corrective action reasonably calculated to prevent further improper action, and does not expect any material liability with respect to any such matters. (d) To the knowledge of the Company, as of the date of this Agreement, no current employee whose total annual compensation (i.e., annual base salary and target bonus) exceeds $150,000, intends to terminate his or her employment with the Company or any Company Subsidiary prior to the one-year anniversary of the Closing. (e) To the knowledge of the Company, no current or former employee or independent contractor of the Company or any Company Subsidiary whose total annual compensation (i.e., annual base salary and target bonus) exceeds $150,000 is in any material respect in violation of any term of any employment agreement, nondisclosure agreement, fiduciary duty, noncompetition agreement or restrictive covenant obligation: (i) owed to the Company or any Company Subsidiary, or (ii) owed to any third party with respect to such actions, suits, investigations person’s right to be employed or proceedingsengaged by the Company or any Company Subsidiary.

Labor Relations. No There are no collective bargaining or other labor dispute exists orunion Agreements to which the Company or any Subsidiary is a party. There are no strikes, work stoppages, union organization efforts or other controversies (other than grievance proceedings) pending, to the knowledge of Company's knowledge, threatened or reasonably anticipated between the Company, is imminent with respect to Company or any of the Subsidiary and (a) any current or former employees of the CompanyCompany or of any Subsidiary (other than disputes with sales employees not in excess of $3,000 in the aggregate per such employee) or (b) any union or other collective bargaining unit representing such employees. The Company and the Subsidiaries have complied and are in compliance with all Laws relating to employment or the workplace, which could reasonably be expected including, without limitation, Laws relating to result in wages, hours, collective bargaining, safety and health, work authorization, equal employment opportunity, immigration, withholding, unemployment compensation, worker's compensation, employee privacy and right to know, except where the failure so to comply would have a Company Material Adverse Effect. None Except as set forth in Section 3.15 of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such SubsidiaryDisclosure Schedule, and neither the Company nor any Subsidiary has been notified by any Governmental Agency or counsel to any claimant of its Subsidiaries is a party any unresolved material violation or alleged material violation of any Law relating to a collective bargaining agreementequal employment opportunity, and civil or human rights, or employment discrimination generally. Except as set forth in Section 3.15 to the Company Disclosure Schedule, there are no employment Agreements between the Company or any Subsidiary and its Subsidiaries believe that any of their relationships with their employees are good. To respective employees, or professional service Agreements not terminable at will relating to the knowledge of the Company, no executive officer businesses and Assets of the Company or of any Subsidiary. Except as set forth in Section 3.15 to the Company Disclosure Schedule, isthe consummation of the transactions contemplated hereby will not cause Acquiror, or is now expected to bethe Surviving Corporation, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries Subsidiary to incur or suffer any liability relating to, or obligation to pay, severance, termination or other payments to any liability with respect to Person or Persons under any Agreement involving in excess of the foregoing matters. The Company and its Subsidiaries are in compliance with all Applicable Laws relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or $100,000 in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of the Subsidiaries (A) is in compliance, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries relating to Occupational Laws, and the Company does not have knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedings.

Labor Relations. No (a) (i) The Company is not experiencing any work stoppage, labor strike, or other material labor dispute exists oror claim of unfair labor practices, (ii) since the Applicable Date, the Company is and has been in compliance with all applicable Laws respecting employment practices, labor, employment, pay equity, workers’ compensation, terms and conditions of employment, and wages and hours, and are not engaged in any unfair labor practice, (iii) there is no unfair labor practice charge or complaint against the Company pending before the National Labor Relations Board or any similar state agency, (iv) the Company is not delinquent in any payments to the knowledge of the Companyany Company Employees for any wages, is imminent salaries, commissions, bonuses, fees or other compensation due with respect to any services performed for the Company to the date hereof or amounts required to be reimbursed to such Company Employees, (v) there are no, and, since the Applicable Date, there have been no formal or informal grievances, complaints or charges with respect to employment or labor matters (including, without limitation, allegations of employment discrimination, sexual or other discriminatory harassment, sexual assault, retaliation or unfair labor practices) pending or threatened against the Company in any judicial, regulatory or administrative forum, under any private dispute resolution procedure or internally, (vi) none of the employment policies or practices of the Company are currently being audited or investigated, or to the Knowledge of the Equityholders, subject to imminent audit or investigation by any Governmental Authority, (vii) The Company is not, nor within since the Applicable Date has been, subject to any order, decree, injunction or judgment by any Governmental Authority or private settlement contract in respect of any labor or employment matters, and (viii) the Company is in material compliance with the requirements of the Immigration Reform Control Act of 1986. (b) Section 5.15(b) of the Disclosure Schedules contains a complete and accurate list of all of the employees of the CompanyCompany (collectively, “Company Employees”), which could reasonably be expected to result list is current as of May 31, 2023, describing for each such Company Employee: (i) the position held; (ii) whether classified as exempt or non-exempt for wage and hour purposes; (iii) date of hire; (iv) business location; (v) whether paid on a salary, hourly or commission basis; and (vi) regular hourly wage, annual salary or commission rate, as applicable. (c) Except as set forth in a Material Adverse Effect. None Section 5.15(c) of the Company’s Disclosure Schedules, the Company is not a party to or its Subsidiaries’ bound by any collective bargaining agreement or similar relationship with any labor organization. (d) To the Knowledge of the Equityholders, none of the executive officers or management employees is a member of a union the Company has indicated that relates he or she intends to such employee’s relationship terminate employment with the Company as a result of the transactions contemplated by this Agreement. (e) The Company has complied with the WARN Act and all other employment loss notification obligations arising under any statute or such Subsidiaryotherwise. The Company has not been engaged in any transaction or engaged in layoffs, and neither the Company nor terminations or relocations sufficient in number to trigger any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. WARN Act obligation. (f) To the knowledge of extent that any independent contractors are used or engaged by the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, has properly classified and treated them in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance accordance with all Applicable applicable Laws relating to employment and employment practices, terms for purposes of all employee benefit plans and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of the Subsidiaries (A) is in compliance, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries relating to Occupational Laws, and the Company does not have knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedingsperquisites.

Labor Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s 's or its Subsidiaries’ ' employees is a member of a union that relates to such employee’s 's relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing mattersmatters that would reasonably be expected to have a Material Adverse Effect. The Company and its Subsidiaries are in compliance with all Applicable Laws U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of the Subsidiaries (A) is in compliance, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“"Occupational Laws”"); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s 's knowledge, threatened against the Company or any of its Subsidiaries relating to Occupational Laws, and the Company does not have knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedings.

Labor Relations. (a) No labor dispute exists work stoppage against the business of the Seller or any Subsidiary is pending or, to the knowledge Knowledge of the CompanySeller, is imminent threatened. Neither the Seller nor any Subsidiary is involved in or, to the Knowledge of the Seller, threatened with respect any labor dispute, arbitration, lawsuit or administrative proceeding relating to labor matters involving any of the employees of the CompanySeller or any Subsidiary with respect to their respective businesses. Other than those described on SCHEDULE 3.18(A), which could reasonably be expected there are no unwritten personnel policies, rules, practices or procedures applicable to result in a Material Adverse Effect. None employees of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company Seller or any Subsidiary, isand no employee of the Seller or any Subsidiary is on long-term disability leave, extended absence leave or is now expected receiving workers' compensation benefits. (b) Except as set forth on SCHEDULE 3.18(B), neither the Seller nor any Subsidiary: (i) is liable for any accrued bonus compensation, vacation pay, severance pay or arrears of wages except as reflected on the Financial Statements; (ii) is currently involved in or has had any activity or proceedings by a labor union or representative thereof to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or organize any of its Subsidiaries employees and no such activity or proceeding is or has been threatened against the Seller or any Subsidiary; (iii) is subject to any liability with respect pending or, to any the Knowledge of the foregoing matters. The Company Seller, threatened complaints or investigations involving the Seller or any Subsidiary by any Person responsible for the investigation and its Subsidiaries are in compliance with all Applicable Laws relating to enforcement of any foreign, federal, state or local labor, employment or discrimination laws, statutes, public policies, orders, regulations, ordinances or other requirements respecting any labor, employment and employment practices, discrimination, terms and conditions of employment and employment, or wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of the Subsidiaries ; or (Aiv) is in compliance, in all material respects, with Applicable Laws (including pursuant bound by or is party to the Occupational Health and Safety Act any collective bargaining or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries relating to Occupational Laws, and the Company does not have knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedingssimilar agreement.

Labor Relations. No labor dispute exists or(a) (i) Neither the Company nor any Company Subsidiary is a party to, and has no obligations under any collective bargaining agreement with any party relating to the knowledge compensation or working conditions of any of the Company or Company Subsidiaries’ employees; (ii) neither the Company nor any Company Subsidiary is obligated under any agreement to recognize or bargain with any labor organization or union on behalf of its employees; (iii) to the Knowledge of the Shareholder and the Company, is imminent with respect to as of the date hereof, there are no union organizational or representational activities underway among any of the employees of the Company or any Company Subsidiary; and (iv) as of the date hereof, neither the Company nor any Company Subsidiary has been charged or, to the Knowledge of the Shareholder and the Company, threatened with a charge of any unfair labor practice. As of the date hereof, there are no existing or, to the Knowledge of the Shareholder and the Company, threatened labor strikes, slowdowns, work stoppages, disputes or grievances affecting or which could reasonably be expected to result in a Material Adverse Effect. None affect operations at the Company or deliveries from or into any of the Company’s or any Company Subsidiary’s facilities. (b) To the Company’s or the Shareholder’s Knowledge, neither the Company nor any Company Subsidiary has committed any act or failed to take any required action with respect to any of its Subsidiaries’ employees is which has resulted in a member violation of a union that relates any Laws of the United States, any state or city or municipality thereof, or any other relevant jurisdiction relating to such employee’s relationship with the employment of labor, including, but not limited to: (i) ERISA, or similar legislation as it affects any employee benefit or welfare plan of the Company or any Company Subsidiary; (ii) the Immigration Reform and Control Act of 1986; (iii) the National Labor Relations Act, as amended; (iv) Title VII of the Civil Rights Act of 1964, as amended; (v) the Occupational Safety and Health Act; (vi) Executive Order 11246; (vii) the Fair Labor Standards Act; (viii) the Rehabilitation Act of 1973; (ix) the Age Discrimination in Employment Act; (x) the Americans With Disabilities Act of 1990; (xi) the Family and Medical Leave Act of 1993; (xii) the Equal Pay Act of 1963; and (xiii) all regulations under such Subsidiaryacts described in the preceding clauses (i) through (xii) inclusive, except for any such act or omission as could not reasonably be expected to have a Company Material Adverse Effect. To the Knowledge of the Shareholder and the Company, the Company and each Company Subsidiary have withheld all amounts required by Law, regulation or agreement to be withheld from the wages or salaries of its employees, and neither the Company nor any Company Subsidiary is liable for any arrearage of its Subsidiaries is wages or Taxes or penalties that are material to the Company taken as a party whole, for failure to a collective bargaining agreementcomply with any of the foregoing. (c) There are no claims, petitions, charges, complaints, proceedings, or demands which are pending against the Company or any Company Subsidiary, or, to the Knowledge of the Shareholder and the Company, which are threatened, alleging any violation of any of the Laws of the United States, any state, city or municipality thereof, or any other relevant jurisdiction relating to the employment of labor, including, but not limited to, those referred to in Section 3.28(b). (d) To the Knowledge of the Shareholder and the Company, all employees of the Company and its Subsidiaries believe that each Company Subsidiary are lawfully authorized to work in the United States or their relationships with their employees are good. respective other employment locations under all applicable federal, state, or local immigration Laws. (e) To the knowledge Knowledge of the Shareholder and the Company, no executive officer or Key Employee of the Company or any Subsidiary, is, Company Subsidiary has provided notice of termination or is now expected an intention to be, in violation of any material term of any terminate his or her employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject with the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all Applicable Laws relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of the Subsidiaries (A) is in compliance, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries relating to Occupational Laws, and the Company does not have knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedingsSubsidiary.

Labor Relations. No (a) There are no labor dispute exists strikes, disputes, slowdowns, stoppages or lockouts actually pending, or, to the knowledge Knowledge of the Company, threatened against or affecting the Company, and during the past five years there have been no such actions; (b) the Company is imminent not a party to or bound by any collective bargaining or similar agreement with respect any labor, organization or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Company; (c) to the Knowledge of the Company, there are no current union organizing activities among the employees of the Company; (d) true, which could reasonably be expected correct and complete copies of all written personnel policies, rules or procedures applicable to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, have been delivered to Buyer; (e) the Company is, or is now expected to beand has at all times been, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all Applicable Laws relating to applicable Legal Requirements respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health; (f) there are no complaints, charges or Legal Proceedings pending or, to the Knowledge of the Company, threatened in any forum against the Company alleging breach of any express or implied contract of employment, any Legal Requirement governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship except for such complaints, charges or Legal Proceedings which have not had and wages and hours, except where the failure would not reasonably be expected to be in compliance could nothave, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each ; (g) there are no employment contracts or severance agreements with any employees of the Subsidiaries Company, except as disclosed in the Company SEC Reports; and (h) since the enactment of the Worker Adjustment and Retraining Notification Act of 1988 (the “WARN Act”), the Company has not effectuated (A) is in compliance, in all material respects, with Applicable Laws a “plant closing” (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety as defined in the workplace (“Occupational Laws”); 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 (B) has received all Authorizations a “mass layoff” (as defined in the WARN Act) affecting any site of employment or other approvals required facility of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against nor has the Company engaged in layoffs or any of its Subsidiaries relating employment terminations sufficient in number to Occupational Laws, and the Company does not have knowledge trigger application of any facts, circumstances similar state or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedingslocal Legal Requirement.

Labor Relations. (a) No labor dispute exists oremployee of the Company or any of its Subsidiaries is represented by a union and, to the knowledge Knowledge of the Company, is imminent no union organizing efforts have been conducted within the last three (3) years or are now being conducted with respect to any employee of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither any of its Subsidiaries. Neither the Company nor any of its Subsidiaries is a party to a to, or is currently negotiating in connection with entering into, any collective bargaining agreementagreement or other labor contract. Except as would not have a Company Material Adverse Effect, and neither the Company and nor any of its Subsidiaries believe that their relationships with their employees are good. To currently has, or, to the knowledge Knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected threatened by, a strike, picket, work stoppage, work slowdown or other organized labor dispute with respect to be, in violation any employee of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing mattersSubsidiaries. The Company and its Subsidiaries are in compliance with all Applicable Laws relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, Except as would not reasonably be expected to have a Company Material Adverse Effect. The Company and each of the Subsidiaries (A) is in compliance, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is there are no unfair labor practice complaints pending or, to the Knowledge of the Company’s knowledge, threatened against the Company or any of its Subsidiaries relating to Occupational Laws, and before the Company does National Labor Relations Board or any other Governmental Authority. (b) Except as would not have knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form have a Company Material Adverse Effect, (i) each of the basis for Company and its Subsidiaries is in compliance with all applicable Laws relating to the employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity and the collection and payment of withholding or give rise social security taxes and (ii) neither the Company nor any of its Subsidiaries has incurred any Liability under the Worker Adjustment and Retraining Notification Act or any similar state or local Law within the six (6) months prior to such actionsthe date of this Agreement that remains unsatisfied. (c) To the Knowledge of the Company, suitssince July 1, investigations 2019, no allegations of sexual harassment or proceedingsother discrimination, retaliation or policy violation allegations have been made to the Company or any of its Subsidiaries against any individual holding the position of Vice President or a more senior position.

Labor Relations. No labor dispute exists orThe Company has complied with all applicable laws, rules and regulations relating to the knowledge employment of the Companylabor, including those related to wages, hours and payment of withholding taxes. The Company has withheld all amounts required by law or agreement to be withheld from wages or salaries of its employees and is imminent not liable for any arrearage of wages or any taxes or penalties for failure to comply with respect to any of the foregoing. The Company has no labor troubles and there are no strikes, work stoppages, slowdowns, threatened labor unrest or any unfair labor practices, charges of unlawful employment practices under federal or local equal employment opportunity laws and similar regulations, or other material controversies pending or threatened between itself and any of its employees; and no union represents, or in the past twelve (12) months has demanded or requested, to represent or is currently attempting to represent, any of its employees. The Company has not promulgated any policy or entered into any agreement relating to the payment of severance pay, vacation pay or sick leave to employees now employed by them or whose employment may be terminated or suspended, voluntarily or otherwise. Neither the Company nor the Buyer shall be responsible for continuing any employment, agency, sales representative or similar contract or relationship with any Company employee or any other person, except that the Company shall continue the employment of those individuals set forth in Exhibit H at their present salaries as set forth in Exhibit H and shall also continue the employment of the Companyfollowing: (i) Xxxxxx X. Xxxxxxxx, which could reasonably be expected President (ii) Xxxxx Xxxxx, Chief Financial Officer (iii) Xxxx Xxxxxxxxxx, Chief Operating Officer (iv) Xxxxxx Xxxxxxxx, Materials Manager on terms mutually satisfactory pursuant to result in a Material Adverse Effect. None of employment agreements (measured from the Company’s or its Subsidiaries’ employees is a member of a union that relates Closing Date) as attached to such employee’s relationship H. These persons agree not to compete with the Company or such Subsidiary, as otherwise provided in the non-compete provisions of their respective employment agreements which are made a part hereof and neither which non-compete provisions are an inducement to the Company nor any Buyer to enter into this Agreement and proceed with the purchase of its Subsidiaries is a party to a collective bargaining agreement, the Shares and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all Applicable Laws relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of the Subsidiaries (A) is in compliance, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries relating to Occupational Laws, and the Company does not have knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedingstransactions contemplated herein.

Labor Relations. No labor dispute exists or(a) The Company is not a party to, to the knowledge of the Companyand has no obligations under, is imminent with respect to any of the employees of the Companycollective bargaining agreement or other agreement, which could reasonably be expected to result unexpired, or expired in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with circumstances where the Company or such Subsidiary, and neither has a continuing statutory obligation to maintain the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all Applicable Laws relating to employment and employment practices, existing terms and conditions of employment as specified in the expired contract, with any labor organization governing wages, hours or other terms and wages conditions of employment of any current employees of the Company at any facility currently operated by the Company in the United States and hoursCanada, except where the failure to be in compliance could notthat is, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole; (b) there are no current organizational activities, demands for recognition or petitions for representation by a labor organization seeking to represent employees of the Company or any Subsidiary that would reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. The Company and each ; (c) no grievance, arbitration, litigation, complaint or charge, or, to the Knowledge of the Subsidiaries (A) is in complianceCompany, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) investigations relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations labor or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim employment matters is pending or, to the Knowledge of the Company’s knowledge, threatened against the Company or any of its Subsidiaries relating to Occupational Lawswhich, and the Company does except as would not have knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form have, individually or in the basis for aggregate, a Company Material Adverse Effect; (d) the Company and each of its Subsidiaries has complied and is in compliance in all respects with all applicable laws (domestic and foreign), agreements, contracts, and policies relating to employment, employment practices, wages, hours, and terms and conditions of employment and is not engaged in any unfair labor practice as defined by the National Labor Relations Board (or give rise any foreign equivalent), in each case except where the failure to such actionscomply would not reasonably be expected to have, suitsindividually or in the aggregate, investigations a Company Material Adverse Effect; and (e) the Company has complied and is in compliance in all material respects with its obligations pursuant to the Worker Adjustment and Retraining Notification Act of 1988 (“WARN Act”) (and any similar state or proceedingslocal law) to the extent applicable, and all material other employee notification and bargaining obligations arising under any collective bargaining agreement or statute, in each case except to the extent the failure to comply would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Labor Relations. No (a) To the Knowledge of Seller, the Companies are in compliance in all material respects with all currently applicable Laws and regulations respecting employment, discrimination in employment, terms and conditions of employment, wages, hours and occupational safety and health and employment practices, and are not engaged in any unfair labor dispute exists orpractice. The Companies have withheld all amounts required by Law or by agreement to be withheld from the wages, salaries, and other payments to the knowledge employees, and are not liable for any arrears of wages or any Taxes or any penalty for failure to comply with any of the Company, foregoing. No Company is imminent liable for any payment to any trust or other fund or to any Governmental Entity with respect to any unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the Ordinary Course of Business). Except as set forth on Section 2.19(a) of the employees of the CompanyDisclosure Schedule, which could reasonably be expected to result in a Material Adverse Effectthere are no pending Claims against either Company under any workers compensation plan or policy or for long term disability. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the No Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or ERISA Affiliates have any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability obligations under COBRA with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all Applicable Laws relating to employment and employment practices, terms and conditions of employment and wages and hoursformer employees or qualifying beneficiaries thereunder, except where the failure to be in compliance could for obligations that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each material adverse effect on the Business or Conditions of the Subsidiaries (A) Companies. No Company is in compliance, in all material respects, with Applicable Laws (including pursuant a party to any collective bargaining agreement or other labor union contract; nor to the Occupational Health and Safety Act Seller's Knowledge are there any activities or its foreign equivalents) proceedings of any labor union to organize any such employees. To the Seller's Knowledge, no employees of the Companies are in violation in any material respect of any term of any employment contract, patent disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer relating to the protection right of human health any such employee to be employed by any Company because of the nature of the Business conducted or presently proposed to be conducted by of them or to the use of trade secrets or proprietary information of others; provided that Seller shall be deemed to have Knowledge of all Contracts to which any Company is a party. No employees of the Companies have given notice to any of them, that any such employee intends to terminate his or her employment with any Company; provided, however, that David Guy and safety in Tim Samuels have terminated their employment with Galxxxxx xxx any xxx xxx xx the workplace Companies effective immediately prixx xx xxe Closing Date. (“Occupational Laws”b) Section 2.19(b) of the Disclosure Schedule sets forth a true and complete list of all employees of the Companies as of no earlier than October 31, 2001, which list includes each employee's name, title (if any); (B) , department, date of hire, current annual salary and whether such employee has received all Authorizations executed an employment or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, employment related agreement with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries relating to Occupational Laws, and the Company does not have knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedingsCompanies.

Labor Relations. No labor dispute exists orExcept as set forth in the Prospectus Supplement, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and (i) neither the Company nor any of its Subsidiaries is a party to a or bound by any collective bargaining agreement, or any similar agreement, (ii) no such agreement is being negotiated by the Company or any of the Subsidiaries, and (iii) no labor union or any other employee representative body has requested or, to the knowledge of the Company, has sought to represent any of the employees of the Company or its Subsidiaries. To the knowledge of the Company, there has been no labor organization activity involving any employees of the Company or any of its Subsidiaries. Since January 1, 2020, there has been no actual or, to the knowledge of the Company, threatened strike, slowdown, work stoppage, lockout or other material labor dispute against or affecting the Company or any Subsidiary of the Company. Each of the Company and its Subsidiaries believe (i) are, and have been during the last three years, in compliance with all applicable laws respecting labor and employment including, but not limited to, all Laws respecting terms and conditions of employment, health and safety, wages and hours, holiday pay and the calculation of holiday pay, working time, employee classification (with respect to both exempt vs. non-exempt status and employee vs. independent contractor and worker status), child labor, immigration, employment discrimination, disability rights or benefits, equal opportunity and equal pay, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues and unemployment insurance, and (ii) have withheld and reported all amounts required by any legal requirement to be withheld and reported with respect to wages, salaries and other payments or compensation to any Company employee or other service provider, and (iii) have no liability for any arrears of wages or any penalty for failure to comply with any of the foregoing, except in each case of prongs (i)-(iii) where failure to comply would not reasonably be expected to result, individually or in the aggregate, in Material Adverse Effect on the Company or its Subsidiaries, taken as a whole. During the last three years, the Company and its Subsidiaries have not received (i) notice of any unfair labor practice charge or material complaint pending or threatened before the National Labor Relations Board or any other Governmental Authority against them, (ii) notice of any complaints, grievances or arbitrations arising out of any collective bargaining agreement or any other complaints, grievances or arbitration procedures against them, (iii) notice of any material charge or complaint with respect to or relating to them pending before the Equal Employment Opportunity Commission or any other Governmental Authority responsible for the prevention of unlawful employment practices, (iv) notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that their relationships such investigation is in progress, or (v) notice of any material complaint, lawsuit or other proceeding pending or threatened in any forum by or on behalf of any present or former employee of such entities, any applicant for employment or classes of the foregoing alleging breach of any express or implied agreement or contract of employment, any applicable law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with their employees are goodthe employment relationship. To the knowledge of the Company, no executive officer present or former employee, worker or independent contractor of the Company or any Subsidiary, is, or of the Subsidiaries is now expected to be, in material violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or (i) any restrictive covenant in favor of any third partycovenant, and the continued employment of each such executive officer does not subject nondisclosure obligation or fiduciary duty to the Company or any of its the Subsidiaries or (ii) any restrictive covenant or nondisclosure obligation to a former employer or engager of any liability with respect such individual relating to (A) the right of any such individual to work for or provide services to the Company or any of the foregoing mattersSubsidiaries or (B) the knowledge or use of Trade Secrets (defined as Company’s and the Subsidiaries’ confidential and proprietary information, whether oral or written, including ideas, designs, concepts, compositions, compilations of information, formulas, patterns, program, device, methods, methodologies, techniques, procedures, processes and other know-how, whether or not patentable, including all writings, memoranda, copies, reports, papers, surveys, analyses, drawings, letters, computer printouts, computer programs, computer applications, tools, specifications, business methods, business processes, business techniques, business plans, data (including customer data and technical data), graphs, charts, sound recordings and pictorial reproductions) or proprietary information. The Since January 1, 2020, the Company and its Subsidiaries are have not engaged in compliance with all Applicable Laws layoffs, furloughs or employment terminations sufficient to trigger application of the Workers’ Adjustment and Retraining Notification Act or any similar state or local law relating to employment group terminations or effected any broad-based salary or other compensation or benefits reductions, in each case, whether temporary or permanent. To the knowledge of the Company, (i) no allegations of harassment, discrimination or misconduct have been made against any officer or director of the Company or its Subsidiaries, and employment practices(ii) the Company and its Subsidiaries have not entered into any settlement agreement or conducted any investigation related to allegations of harassment, terms and conditions discrimination or misconduct by a director, officer, employee, contractor or other agent of employment and wages and hours, except where the failure Company or its Subsidiaries. Except as would not reasonably be expected to be in compliance could notresult, individually or in the aggregate, reasonably be expected in material liability to have a Material Adverse Effect. The Company and each of the Subsidiaries (A) is in compliance, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries relating to Occupational LawsSubsidiaries, the Company is, and for the Company does not have knowledge last three years has been, in compliance in all respects with the requirements of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedingsImmigration Reform Control Act of 1986.

Labor Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, which could would reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all Applicable Laws relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of the Subsidiaries (A) is in compliance, in all material respects, with all Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries relating to Occupational Laws, and the Company does not have knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that could would reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedings.

Labor Relations. No labor dispute exists or(a) EXHIBIT VII.18 (A) contains a list (i) identifying by age, seniority, classification, remuneration (including fringe benefits), other benefits and status of employment of all employees of each of the Companies; (ii) of all modifications of more than five per cent (5%) since January 1, 2003 in the general level of compensation paid to the knowledge employees; and (iii) of a summary of benefits to employees currently in force, including benefits in kind, pension and retirement benefits, bonus, profit sharing, stock purchase and stock option plans, company savings plan or employee funds. (b) The Sellers hereby represent and warrant to the Buyer that each of the CompanyCompanies has complied with all labor laws and regulations, including any applicable collective bargaining agreements and that each of the Companies has never been in material violation of any labor or social security law requirements or any agreement providing for employee benefits. In particular, each of the Companies is imminent in material compliance with all applicable requirements regarding health, safety, working conditions and employee representatives and all other requirements set forth in Laws, and collective bargaining agreements. There is no action, investigation or other Proceedings by any Governmental Entity pending or threatened against either of the Companies regarding the conditions of use and/or employer representatives. No event has occurred or is likely to occur that may hinder the continuity of work or may result in a work stoppage or any other employment dispute. (c) Except as set forth in EXHIBIT VII.18 (C): (i) there are no agreements or arrangements with any present or former employees of either of the Companies; (ii) there is no employee whose termination would require payment by either of the Companies of an amount exceeding that provided by Law or by the applicable collective bargaining agreement or that provided by the standard employment practices of either of the Companies; (iii) there are no Proceedings pending or threatened, against either of the Companies, in connection with any employee or former employee; and (iv) there is no financial debt, outstanding loan or open account advance payable to either of the Companies by any currently or former Representative of either of the Companies, and there are no guarantees, endorsements or other obligations of either of the Companies with respect to any indebtedness, obligation or liability of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all Applicable Laws relating to employment and employment practices, terms and conditions Persons. (d) EXHIBIT VII.18(D) contains a list of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and employees' representatives of each of the Subsidiaries Companies (A"delegues du personnel") is in compliance, in all material respects, with Applicable Laws specifying their date of election and length of office. (including pursuant e) The collective bargaining agreement applicable to the Occupational Health and Safety Act or its foreign equivalents) relating to employees of each of the protection of human health and safety in Companies is the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries relating to Occupational Laws, and the Company does not have knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedings"Convention Collective Nationale de l'Industrie Pharmaceutique".

Labor Relations. No labor dispute exists or, to Neither the knowledge of the Company, is imminent with respect to Company nor any of its Subsidiaries is engaged in any unfair labor practice except for matters which would not, individually or in the aggregate, have a Material Adverse Effect. There is (A) no unfair labor practice complaint pending or threatened against the Company or any of its Subsidiaries before the National Labor Relations Board, and no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending or threatened, (B) no strike, labor dispute, slowdown or stoppage pending or threatened against the Company or any of its Subsidiaries and (C) no union representation dispute currently existing concerning the employees of the CompanyCompany or any of its Subsidiaries, which could reasonably be expected and (ii) (A) no union organizing activities are currently taking place concerning the employees of the Company or any of its Subsidiaries and (B) there has been no violation of any federal, state, local or foreign law relating to result discrimination in a Material Adverse Effectthe hiring, promotion or pay of employees or any applicable wage or hour laws. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge No executive officer (as defined in Rule 501(f) of the Company, no Securities Act) of the Company or any Subsidiary of the Company has notified the Company or any such Subsidiary that such officer intends to leave the Company or any such Subsidiary or otherwise terminate such officer’s employment with the Company or any such Subsidiary. No executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, party and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all Applicable Laws U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of the Subsidiaries (A) is in compliance, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries relating to Occupational Laws, and the Company does not have knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedings.

Labor Relations. No labor dispute exists Except as and to the extent set forth in Schedule 3.19 delivered by Sellers to Foodbrands upon the execution of this Agreement: (a) no collective bargaining agreement presently covers (nor has any, in the past five years), covered, any employees of the Company, nor is any currently being negotiated by the Company and, to the knowledge of Sellers, no attempt to organize any group or all of the employees of the Company have been made or proposed and is currently outstanding; (b) there are no controversies, strikes, slowdowns or work stoppages pending or, to the knowledge of Sellers or the Company, is imminent with respect to any of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with threatened between the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreementemployees, and the Company and its Subsidiaries believe that their relationships with their employees are good. To has not experienced such controversy, strike, slowdown or work stoppage within the past three years; (c) to the knowledge of the CompanySellers, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are currently in compliance with all Applicable Laws relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of the Subsidiaries (A) is in compliance, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) applicable laws relating to the protection employment of human health labor, including those related to wages, hours, collective bargaining and safety in the workplace (“Occupational Laws”); (B) payment and withholding of taxes and other sums as required by the appropriate Governmental Authorities and has received withheld and paid to the appropriate Governmental Authorities or is holding for payment not yet due to such Governmental Authorities all Authorizations amounts required to be withheld from employees of the Company and are not liable for any arrears of wages, taxes, penalties or other approvals required sums for failure to comply with any of it under applicable Occupational Laws the foregoing; (d) the Company has paid in full to conduct all its business as currently conducted; employees or adequately accrued for in accordance with GAAP all wages, salaries, commissions, bonuses, benefits and (C) is in compliance, in all material respects, with all terms and conditions other compensation due to or on behalf of such Authorizations employees; (e) there is no claim with respect to payment of wages, salary or approval. No action, proceeding, revocation proceeding, writ, injunction or claim overtime pay that has been asserted and is now pending or, to the knowledge of Sellers or the Company’s knowledge, threatened against before any Governmental Authorities with respect to any persons currently or formerly employed by the Company; (f) the Company is not a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Authorities relating to employees or employment practices; (g) there is no charge or proceeding with respect to a violation of any occupational safety or health standards that has been asserted and is now pending or, to the knowledge of Sellers or the Company, threatened with respect to the Company; and (h) there is no charge of discrimination in employment or employment practices, for any reason, including, without limitation, age, gender, race, religion or other legally protected category, which has been asserted and is now pending or, to the knowledge of Sellers or the Company, threatened before the United States Equal Employment Opportunity Commission, or any of its Subsidiaries relating to Occupational Laws, and other Governmental Authorities in any jurisdiction in which the Company does not have knowledge of has employed or currently employs any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedingsperson.

Labor Relations. No (a) Neither the Company nor any Company Subsidiary is a party to or subject to, has voluntarily applied to enter into, or is currently negotiating in connection with entering into, any collective bargaining agreement, social plan or other agreement with any labor union, labor organization or works council, and no such contract is presently being negotiated (collectively, “Collective Bargaining Agreements”). To the knowledge of the Company, there are no current nor have there been at any time during the last three (3) years any campaign or other union organizing activity to authorize representation by any labor union or labor organization with respect to any employee of the Company or any Company Subsidiary, and neither the Company nor any Company Subsidiary is or has been in default of any requirement to establish any works council or other employee representative body. There are no current and there have not been any material labor strikes, slowdowns, work stoppages, lockouts or any similar activity or dispute exists affecting the Company or any Company Subsidiary during the last three (3) years, and to the knowledge of the Company, no such labor strike, slowdown, work stoppage, lockout or any similar activity or dispute is threatened. (b) Except for matters that would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each of its Subsidiaries is, and during the last three (3) years, has been, in compliance with all applicable Laws relating to employment and employment practices (including equal employment opportunity Laws), terms and conditions of employment, immigration, workers’ compensation, long term disability, occupational safety, plant closings, compensation and benefits, worker classification, exempt and non-exempt status, affirmative action, employee and data privacy, and wages and hours (“Employment Practices”). (c) Except for matters that would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, as of the date of this Agreement, (i) there are no Proceedings pending or scheduled by any Governmental Entity or, to the knowledge of the Company, is imminent with respect threatened, pertaining to any the Employment Practices of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such any Company Subsidiary, and neither (ii) no complaints relating to Employment Practices of the Company nor or any of its Subsidiaries is a party Company Subsidiary have been filed with any Governmental Entity or submitted in writing to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To or any Company Subsidiary and, to the knowledge of the Company, no executive officer of such complaints are threatened and (iii) there is no unfair labor practice charge against the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all Applicable Laws relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of the Subsidiaries (A) is in compliance, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is Subsidiary pending or, to the knowledge of the Company’s knowledge, threatened against before the Company National Labor Relations Board or any of its Subsidiaries relating to Occupational Laws, and the Company does not have knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedingssimilar labor relations authority.

Labor Relations. (a) No labor dispute condition or state of facts or circumstances exists or, to the knowledge which could materially adversely affect either of the Company, is imminent with respect to Companies' or any of the employees Company Subsidiaries' relations with its employees, including the consummation of the Company, which could reasonably be expected to result in a Material Adverse Effect. None transactions contemplated by this Agreement. (b) Each of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, Companies and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance in all material respects with all Applicable applicable Laws relating to respecting employment and employment practices, terms and conditions of employment and wages and hours, except where and none of them is engaged in any unfair labor practice. (c) No collective bargaining agreement with respect to the failure business of either of the Companies or any of the Company Subsidiaries is currently in effect or being negotiated. Neither of the Companies nor any of the Company Subsidiaries has encountered any labor union or collective bargaining organizing activity with respect to its employees since December 1, 1996. Neither of the Companies nor any of the Company Subsidiaries has any obligation to negotiate any such collective bargaining agreement, and, to the knowledge of the Company Shareholder and the Companies, there is no indication that the employees of either of the Companies or any of the Company Subsidiaries desire to be in compliance could notcovered by a collective bargaining agreement. (d) There are no strikes, individually or in the aggregateslowdowns, reasonably be expected to have a Material Adverse Effect. The Company and each of the Subsidiaries (A) is in compliance, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations work stoppages or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is labor troubles pending or, to the Company’s knowledgeknowledge of the Company Shareholder and the Companies, threatened against with respect to the employees of any of the Companies or the Company Subsidiaries, nor has any of the above occurred or, to the knowledge of the Companies or the Company Shareholder, been threatened. (e) There is no representation claim or petition pending before the National Labor Relations Board or any state or local labor agency and, to the knowledge of the Companies or the Company Shareholder, no question concerning representation has been raised or threatened respecting the employees of any of the Companies or the Company Subsidiaries. -------------------------------------------------------------------------------- -34- Agreement and Plan of Merger Execution Copy 39 (f) There are no complaints or charges against either of the Companies or any of its the Company Subsidiaries pending before the National Labor Relations Board or any state or local labor agency and, to the knowledge of the Company Shareholder and the Companies, no complaints or charges have been filed or threatened to be filed against any of the Companies or the Company Subsidiaries with any such board or agency. (g) To the knowledge of the Company Shareholder and the Companies, no charges with respect to or relating to Occupational Lawsthe business of either of the Companies or any of the Company Subsidiaries are pending before the Equal Employment Opportunity Commission or any state or local agency responsible for the prevention of unlawful employment practices. (h) Section 3.20 of the Disclosure Schedule accurately sets forth all unpaid severance which, as of the date hereof, is due or claimed, in writing, to be due from any of the Companies or Company Subsidiaries to any Person whose employment was terminated. (i) Neither of the Companies nor any of the Company Subsidiaries has received notice of the intent of any government body or Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation of either of the Companies or any of the Company Subsidiaries and no such investigation is in progress. (j) Neither of the Companies nor any of the Company Subsidiaries is and, to the knowledge of the Company Shareholder and the Companies, no employee of the Company does is, in violation in any material respect of any employment agreement, non-disclosure agreement, non-compete agreement or any other agreement regarding an employee's employment with either of the Companies or any of the Company Subsidiaries. (k) Each of the Companies and Company Subsidiaries has paid all wages which are due and payable to each of its employees and each of its independent contractors. (l) The Companies and Company Subsidiaries do not have knowledge and will not have at the date of Closing, any factscontingent liabilities for monetary compensation for sick leave, circumstances vacation, holiday pay, severance pay or developments relating to its operations similar items not set forth in the Financial Statements, except for such obligations incurred in the ordinary course of business since the date of their respective Interim Financial Statement consistent with past practices. (m) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not trigger any severance pay obligation of either of the Companies or cost accounting practices that could reasonably be expected to form any of the basis for or give rise to such actions, suits, investigations or proceedingsCompany Subsidiaries under any Contract.

Labor Relations. No (a) Except as set forth on Schedule 5.22, (i) there is no labor dispute exists orstrike, picketing of any nature, material labor dispute, slowdown or any other concerted interference with normal operations, stoppage or lockout pending or to the knowledge Knowledge of the Company, is imminent threatened against or affecting the Company and its Subsidiaries, (ii) there are no union claims or demands to represent the employees of the Company and its Subsidiaries, neither the Company nor any of its Subsidiaries has any collective bargaining obligations with respect to any of its employees, and, to the Knowledge of the Company, there are no current union organizing activities among the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or Company and its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and (iii) neither the Company nor any of its Subsidiaries is a party to a or bound by any collective bargaining agreementor similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association, applicable to employees of the Company and its Subsidiaries, and (iv) with respect to bargaining obligations disclosed in Schedule 5.22, the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected have bargained and continue to be, bargain in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. good faith. (b) The Company and its Subsidiaries are in compliance in all material respects with all Applicable Laws relating to employment applicable laws and regulations respecting labor, employment, fair employment practices, work place safety and health, terms and conditions of employment employment, and wages and hours. Neither the Company nor any of its Subsidiaries is delinquent in any payments to any of its employees or Contingent Workers (as that term is defined in Section 5.22(c) below) for any wages, except where salaries, commissions, bonuses, fees or other direct compensation due with respect to any services performed for it to the failure date hereof or amounts required to be reimbursed to such employees or Contingent Workers. There are no material grievances, complaints or charges with respect to employment or labor matters (including, without limitation, charges of employment discrimination, retaliation or unfair labor practices) pending or, to the Knowledge of the Company, threatened in compliance could notany judicial, regulatory or administrative forum, or under any dispute resolution procedure (including, but not limited to, any proceedings under any dispute resolution procedure under any collective bargaining agreement). None of the Company's or its Subsidiaries' employment policies or practices is currently being audited or investigated by any Governmental Authority, or to the Knowledge of the Company, is subject to imminent audit or investigation by any Governmental Authority. The Company and its Subsidiaries are not subject to any consent decree, court order or settlement in respect of any labor or employment matters. Except as set forth in Schedule 5.22, no arbitration or similar proceeding with respect to employment matters is pending or, to the Knowledge of the Company, threatened and, to the Knowledge of the ` Company, no claim therefor has been asserted that if adversely determined (individually or in the aggregate, together with any other such claims) could reasonably be expected to have a Material Adverse Effect. The Except as disclosed on Schedule 5.22, neither the Company and each nor any of its Subsidiaries has any policy, plan or program of paying severance pay or any form of severance compensation in connection with the termination of the employees of the Company or any of its Subsidiaries. (c) Except as would not have a Material Adverse Effect, neither the Company nor any of its Subsidiaries employs any independent contractors, temporary employees, leased employees or any other servants or agents compensated other than through reportable wages paid by the Company or the applicable Subsidiary (A) is in compliancecollectively, in all material respects, with Applicable Laws (including pursuant to "Contingent Workers"). To the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against extent that the Company or any of its Subsidiaries relating to Occupational Lawsemploys Contingent Workers, it has properly classified and the Company does not have knowledge treated them in accordance with applicable laws and for purposes of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedingsall benefit plans and perquisites.

Labor Relations. No material labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, Company which could reasonably be expected to result in a Material Adverse Effect. None Except as set forth on Schedule 3.1(k), none of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such SubsidiaryCompany, and neither the Company nor or any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of Schedule 3.1(k) sets forth: (i) each union with which the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information Subsidiary has a collective bargaining agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment number of employees covered by each such agreement as of a recent date, (ii) the current term of each such executive officer does not agreement, (iii) the current status of any negotiations to amend, extend or negotiate a new collective bargaining agreement, (iv) whether the entity subject the Company or any of its Subsidiaries to such collective bargaining agreement has been subject to any liability with respect strike or other organized work stoppage in the last 5 calendar years, (v) a summary list of grievances filed under each agreement in the last 24 months, and (vi) whether the entity subject to such collective bargaining agreement is subject to any order, decree or is a participant in any ongoing proceeding of the foregoing mattersUnited States Department of Labor, National Labor Relations Board or other governmental agency respecting such collective bargaining agreement, and if so, the particulars thereof. The Company and its Subsidiaries are in compliance with all Applicable Laws U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Except as set forth on Schedule 3.1(k), the Company and each of the Subsidiaries (A) is in compliancenot a party to or bound by any currently effective employment contract, in all material respectsdeferred compensation arrangement, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations bonus plan, incentive plan, profit sharing plan, retirement agreement or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations employee compensation plan or approvalagreement. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to To the Company’s knowledge, threatened against no employee of the Company, nor any consultant with whom the Company has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company because of the nature of the business to be conducted by the Company; and to the Company’s knowledge the continued employment by the Company of its present employees, and the performance of the Company’s contracts with its independent contractors, will not result in any such violation. The Company has not received any notice alleging that any such violation has occurred. No employee of the Company has been granted the right to continued employment by the Company or to any material compensation following termination of its Subsidiaries relating employment with the Company. The Company is not aware that any officer, key employee or group of employees intends to Occupational Lawsterminate his, and her or their employment with the Company nor does not the Company have knowledge a present intention to terminate the employment of any factsofficer, circumstances key employee or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedingsgroup of employees.

Labor Relations. No labor dispute exists or, (a) The Company has made available to the knowledge Parent a complete list of all employees of the CompanyGroup Companies as of the date of this Agreement and, is imminent as applicable, their classification as exempt or non-exempt under the Fair Labor Standards Act, employer, title and/or job description, job location (city and state) and base compensation and any bonuses paid with respect to any the 2020 fiscal year; provided that such list may be anonymized in order to comply with Applicable Legal Requirements relating to the transfer or disclosure of personally identifiable information, data privacy, or otherwise. As of the date of this Agreement, all employees of the Group Companies are legally permitted to be employed by the Group Companies in the jurisdiction in which such employees are employed in their current job capacities. (b) No Group Company is a party to or negotiating any collective bargaining agreement with respect to employees of any Group Company, which could . (c) Except as would not reasonably be expected to result in material liabilities to the Group Companies, taken as a Material Adverse Effect. None of whole, since January 1, 2018, there have been no strikes, work stoppages, slowdowns, lockouts, arbitrations, or material grievances or other labor disputes (including unfair labor practice charges, grievances, or complaints) pending, or, to the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge Knowledge of the Company, threatened against or involving any Group Company. Since the January 1, 2018, (i) no executive officer of the Company labor union or any Subsidiary, isother labor organization, or is now expected to be, in violation group of employees of any material term of any employment contractGroup Company, confidentiality, disclosure has made a written demand for recognition or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability certification with respect to any employees of any Group Company, and there are no representation or certification proceedings presently pending or, to the Knowledge of the foregoing matters. The Company, threatened to be brought or filed with the National Labor Relations Board or any similar labor relations tribunal or authority, (ii) to the Knowledge of the Company, there have been no pending or threatened union organizing activities with respect to employees of any Group Company, and (iii) there has been no actual or, to the Knowledge of the Company, threatened, material unfair labor practice charges against any Group Company. (d) As of the date hereof, there are no, and since January 1, 2018 through the date hereof, there has been no, complaints, charges or claims against the Company and its Subsidiaries are pending or, to Knowledge of the Company, threatened before any Governmental Entity based on, arising out of, in compliance connection with all Applicable Laws or otherwise relating to employment and employment practicesthe employment, terms and conditions termination of employment and wages and hoursor failure to employ by any Group Company, of any individual, except where the failure to be in compliance could for those complaints, charges or claims which would not, individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole. (e) The Group Companies are, and since January 1, 2018 through the date hereof, have been, in compliance in all material respects with all Legal Requirements relating to the employment of labor, including all such Legal Requirements relating to wages (including minimum wage and overtime), hours or work, child labor, discrimination, civil rights, withholdings and deductions, classification and payment of employees, independent contractors, and consultants, employment equity, the federal Worker Adjustment and Retraining Notification Act (“WARN”) and any similar state or local “mass layoff” or “plant closing” Legal Requirement, collective bargaining, occupational health and safety, workers’ compensation, and immigration, except for instances of noncompliance which would not, individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a Material Adverse Effectwhole. The Company There has been no “mass layoff” or “plant closing” (as defined by WARN) with respect to the Group Companies within the six months prior to the date of this Agreement and no such events are reasonably expected to occur prior to Closing. (f) Except as would not reasonably be expected to result in material liabilities to the Group Companies, taken as a whole, since January 1, 2018, (i) each of the Subsidiaries (A) is in complianceGroup Companies has withheld all amounts required by Law or by agreement to be withheld from the wages, in all material respects, with Applicable Laws (including pursuant salaries and other payments that have become due and payable to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”)employees; (Bii) each of the Group Companies has received paid in full to all Authorizations employees and individual independent contractors all wages, salaries, commissions, bonuses and other compensation due and payable to or other approvals required on behalf of it under applicable Occupational Laws to conduct its business as currently conductedsuch employees and such individual independent contractors; and (Ciii) to the Knowledge of the Company, each individual who since January 1, 2018 has provided or is providing services to any Group Company, and has been classified as (y) an independent contractor, consultant, leased employee, or other non-employee service provider, or (z) an exempt employee, has been properly classified as such under all Applicable Legal Requirements relating to wage and hour and Tax. (g) To the Knowledge of the Company, no senior executive has provided oral or written notice, and no key employee of the Group Companies has provided written notice, of any present intention to terminate his or her relationship with any Group Company within the first twelve (12) months following the Closing. (h) During the three years ending on the date hereof, there have been no material employment discrimination or employment harassment allegations made in compliancewriting raised, in all material respectsbrought, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending settled or, to the Knowledge of the Company’s knowledge, threatened against the Company or any of its Subsidiaries threatened, relating to Occupational Laws, and the Company does not have knowledge any appointed officer or director of any facts, circumstances Group Company involving or developments relating to its operations his or cost accounting practices her services provided to the Group Companies that could would reasonably be expected to form result in any material liability to the basis for Group Companies, taken as a whole, or give rise that would be materially injurious to such actionsthe reputation of the Group Companies. The policies and practices of the Group Companies comply in all material respects with all federal, suitsstate, investigations and local Laws concerning employment discrimination and employment harassment, except as would not, individually or proceedingsin the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole. (i) Except as would not reasonably be expected to result in material liabilities to the Group Companies, taken as a whole, since January 1, 2018, (i) no Group Company has been party to any proceeding, order, dispute, or claim involving any joint employer or co-employer causes of action by any individual who was employed or engaged by a third party and providing services to any Group Company; and (ii) no Group Company has been deemed to be, or to the Knowledge of the Company alleged to be, in a joint-employment, co-employment, or similar relationship with any third party, with respect to any of the Group Company’s employees or individual independent contractors. (j) The execution and delivery of this Agreement and the other Transaction Agreements and the performance of this Agreement and the Transactions do not require the Company to seek or obtain any consent, engage in consultation with, or issue any notice to any unions or labor organizations.

Labor Relations. No labor dispute exists or, to the knowledge Knowledge of the Company, is imminent with respect to any of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge Knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all Applicable U.S. federal, state, local and foreign Laws relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each To the Company's Knowledge: (i) no allegations of the Subsidiaries (A) is in compliancesexual harassment, in all material respectssexual misconduct or discrimination, with Applicable Laws (including pursuant to the Occupational Health and Safety Act whether such discrimination arises from race, ethnic background, sex, gender status, age or its foreign equivalents) relating to the protection of human health and safety in the workplace otherwise (“Occupational LawsMisconduct”); (B) has received all Authorizations have been made involving any current or other approvals required former director, officer, employee or independent contractor of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries relating to Occupational Laws, and Subsidiaries; and (i) neither the Company does not nor any of its Subsidiaries have knowledge entered into any settlement agreements related to allegations of Misconduct by any factscurrent or former director, circumstances officer, employee, or developments relating to independent contractor of the Company or any of its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedingsSubsidiaries.

Labor Relations. (a) No Company Entity is the subject of any currently pending Litigation asserting that it or any other Company Entity has committed an unfair labor dispute exists or, to practice (within the knowledge meaning of the CompanyNational Labor Relations Act or comparable state law) or seeking to compel it or any other Company Entity to bargain with any labor organization as to wages or conditions of employment, nor is imminent with respect any Company Entity party to any of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or nor is there any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all Applicable Laws relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of the Subsidiaries (A) is in compliance, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations strike or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is labor dispute involving any Company Entity pending or, to the Knowledge of the Company’s knowledge, threatened against threatened, nor to the Knowledge of Company, is there any activity involving any Company Entity's employees seeking to certify a collective bargaining unit or engaging in any other organization activity. (b) Except as disclosed in Section 5.13 of the Company or and Shareholder Disclosure Memorandum, neither the Company nor Nonpareil has received any notice that any of its Subsidiaries relating the officers, employees, consultants, agents, or other persons currently performing services for any Company Entity, will terminate or has stated an intention to Occupational Lawsterminate his or her employment currently or at any time before or within 60 days after the Closing Date or will otherwise not be available to Acquiror, or not agree to employment with Acquiror, on substantially equivalent terms and conditions as his or her current employment by such Company Entity. (c) Since 1989, none of the Company does not have knowledge Entities has effectuated (i) a "plant closing", as defined in the Worker Adjustment and Retraining Notification Act (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 (ii) a "mass layoff" (as defined in the WARN Act) affecting any site of employment or facility of the Company; nor has the Company been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any factssimilar state or local law. Except as disclosed in Section 5.13 of the Company and Shareholder Disclosure Memorandum, circumstances or developments relating none of the Company's employees has suffered an "employment loss" (as defined in the WARN Act) since six (6) months prior to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedings.date hereof

Labor Relations. No labor dispute exists or, to the knowledge Knowledge of the Company, is imminent with respect to any of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge Knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all Applicable U.S. federal, state, local and foreign Laws relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of the Subsidiaries (A) is in compliance, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to To the Company’s knowledgeKnowledge: (i) no allegations of sexual harassment, threatened against sexual misconduct or discrimination, whether such discrimination arises from race, ethnic background, sex, gender status, age or otherwise (“Misconduct”) have been made involving any current or former director, officer, employee or independent contractor of the Company or any of its Subsidiaries relating to Occupational Laws, and Subsidiaries; and (ii) neither the Company does not nor any of its Subsidiaries have knowledge entered into any settlement agreements related to allegations of Misconduct by any factscurrent or former director, circumstances officer, employee, or developments relating to independent contractor of the Company or any of its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedingsSubsidiaries.

Labor Relations. No material labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, Company which could reasonably be expected to result in a Material Adverse Effect. None Except as disclosed on Schedule 3.1(k), none of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such SubsidiaryCompany, and neither the Company nor or any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To No executive officer, to the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor covenant, and, to the knowledge of any third partythe Company, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are are, to their knowledge, in compliance with all Applicable Laws Israeli, U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of the Subsidiaries (A) is in compliance, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against Neither the Company or nor any of its Subsidiaries relating is subject to, nor do any of its employees benefit from, whether pursuant to Occupational Lawsapplicable employment laws, regulations, extension orders (“tzavei harchava”) or otherwise, any agreement, arrangement, understanding or custom with respect to employment (including, without limitation, termination thereof) other than the minimum benefits and working conditions required by law to be provided pursuant to rules and regulations of the Histadrut (General Federation of Labor), the Coordinating Bureau of Economic Organization and the Company does not have knowledge of any factsIndustrialists’ Association or extension orders that apply to all employees in Israel or to all employees in the Company’s industry in Israel . The severance pay due to the Employees is fully funded or provided for in accordance with GAAP, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedingsconsistently applied.