Common use of Labor Clause in Contracts

Labor. Except as set forth in Section 2.12(k) of the Company Disclosure Schedule, neither Company nor any of its Subsidiaries is presently a party to, bound by or has a duty to bargain for, any collective bargaining agreement, trade union agreement, work council, employee representative agreement, union contract, or information or consultation agreement, other than national or industry-wide agreements, with respect to employees and no collective bargaining agreement is being negotiated by Company or any of its Subsidiaries. Except as set forth in Section 2.12(k) of the Company Disclosure Schedule, to the Knowledge of Company, there are no activities or proceedings of any labor union to organize any employees of Company or any of its Subsidiaries. There has not been any labor dispute, strike or work stoppage against Company or any of its Subsidiaries or, to the Knowledge of Company, threatened or reasonably anticipated that would reasonably be expected to materially interfere with the business activities of Company and its Subsidiaries, taken as a whole. None of Company, any of its Subsidiaries or any of their respective representatives or employees has committed any unfair labor practice in connection with the operation of the respective businesses of Company or any of its Subsidiaries, except, individually or in the aggregate, as has not had and as would not reasonably be expected to have a Material Adverse Effect on Company and its Subsidiaries, taken as a whole. There are no actions, suits, claims, labor disputes or grievances pending, or, to the Knowledge of Company, threatened or reasonably anticipated relating to any labor, safety or discrimination matters involving any employee, including charges of unfair labor practices or discrimination complaints, that, if adversely determined, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Company and its Subsidiaries, taken as a whole. Neither Company nor any of its Subsidiaries have incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or any similar state or local law that remains unsatisfied and that is material to Company and its Subsidiaries, taken as a whole.

Labor. Except as set forth The Company is not presently, nor has it been in Section 2.12(k) of the Company Disclosure Schedulepast, neither Company nor any of its Subsidiaries is presently a party to, or bound by or has a duty to bargain forby, any collective bargaining agreement, trade agreement or union agreement, work council, employee representative agreement, union contract, or information or consultation agreement, other than national or industry-wide agreements, contract with respect to employees Employees and no collective bargaining agreement is being negotiated by the Company or any of its Subsidiaries. Except as set forth in Section 2.12(k) of the Company Disclosure Schedule, to To the Knowledge of the Company, there are no activities or proceedings of any labor union to organize any employees of Company or any of its SubsidiariesEmployees. There has not been any is no labor dispute, strike or work stoppage against the Company or any of its Subsidiaries pending or, to the Knowledge of the Company, threatened or reasonably anticipated that would reasonably be expected to which may materially interfere with the respective business activities of the Company and or any of its Subsidiaries, taken as a whole. None of the Company, any of its Subsidiaries or any of their respective representatives or employees Employees has committed any material unfair labor practice in connection with the operation of the respective businesses of the Company or any of its Subsidiaries, except, individually or in the aggregate, as has not had and as would not reasonably be expected to have a Material Adverse Effect on Company and its Subsidiaries, taken as a whole. There are no actions, suits, claims, labor disputes or grievances pending, or, to the Knowledge of the Company, threatened or reasonably anticipated relating to any labor, safety or discrimination matters involving any employeeEmployee, including including, without limitation, charges of unfair labor practices or discrimination complaints, thatwhich, if adversely determined, would, individually or in the aggregate, reasonably be expected material to have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole. Neither the Company nor any of its Subsidiaries has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. Neither the Company nor any of its Subsidiaries have incurred any material liability or material obligation under the Worker Adjustment and Retraining Notification Act or any similar state or local law that which remains unsatisfied and that is material to Company and its Subsidiaries, taken as a wholeunsatisfied.

Labor. Except as set forth in Section 2.12(k(a) of the Company Disclosure Schedule, neither Company nor any of its Subsidiaries Seller is presently not a party to, bound by to any labor or has a duty to bargain for, any collective bargaining agreement, trade union agreement, work council, employee representative agreement, union contract, or information or consultation agreement, other than national or industry-wide agreements, with respect to employees and no collective bargaining agreement is being negotiated by Company or any of its Subsidiaries. Except as set forth in Section 2.12(k) of the Company Disclosure Schedule, to the Knowledge of Company, and there are no activities labor or proceedings collective bargaining agreements which pertain to employees of Seller. (b) No employees of Seller are represented by any labor union to organize any organization. No labor organization or group of employees of Company Seller has made a pending demand for recognition, and there are no representation proceedings or any of its Subsidiaries. There has not been any labor dispute, strike or work stoppage against Company or any of its Subsidiaries petitions seeking a representation proceeding presently pending or, to the Knowledge of CompanySeller, threatened to be brought or reasonably anticipated that would reasonably be expected to materially interfere filed, with the business activities of Company and its Subsidiaries, taken as a whole. None of Company, any of its Subsidiaries National Labor Relations Board or any of their respective representatives or employees has committed any unfair other labor practice in connection with the operation of the respective businesses of Company or any of its Subsidiaries, except, individually or in the aggregate, as has not had and as would not reasonably be expected to have a Material Adverse Effect on Company and its Subsidiaries, taken as a wholerelations tribunal. There are is no actions, suits, claims, labor disputes or grievances pending, organizing activity involving Seller pending or, to the Knowledge of CompanySeller, threatened by any labor organization or reasonably anticipated group of employees of Seller. (c) There are no (i) strikes, work stoppages, slowdowns, lockouts or arbitrations or (ii) material grievances or other labor disputes pending or, to the Knowledge of Seller, threatened against or involving Seller. There are no unfair labor practice charges, grievances or complaints pending or, to the Knowledge of Seller, threatened by or on behalf of any employee or group of employees of Seller. (d) There are no complaints, charges or claims against Seller pending or, to the Knowledge of Seller, threatened which could be brought or filed, with any public or Governmental Body based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment by Seller, of any individual. (e) Seller is in compliance in all material respects with all Laws and Orders relating to the employment of labor, safety or discrimination matters involving any employeeincluding all such Laws and orders relating to wages, including charges of unfair labor practices or discrimination complaintshours, that, if adversely determined, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Company and its Subsidiaries, taken as a whole. Neither Company nor any of its Subsidiaries have incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or and any similar state state, local or local law that remains unsatisfied foreign “plant closing” Law (“WARN”), collective bargaining, discrimination, civil rights, safety and that is material health, worker’s compensation, payment of overtime wages and the collection and payment of withholding and/or social security taxes and any similar tax. (f) There has been no “mass layoff” or “plant closing” as defined by WARN with respect to Company and its SubsidiariesSeller within the six (6) months prior to making this representation. (g) To the Knowledge of Seller, taken no executive, key employee, or group of employees currently has any plans to terminate employment with Seller independently of or as a wholeresult of this Agreement.

Labor. Except as set forth in Section 2.12(k(a) of the The Company Disclosure Schedule, neither Company nor any of and its Subsidiaries is presently a are neither party to, nor bound by or has a duty to bargain forby, any material labor agreement, collective bargaining agreement, trade union agreementwork rules or practices, work councilor any other material labor-related agreements or arrangements with any labor union, labor organization, employee representative agreement, union contract, organization or information or consultation agreement, other than national or industry-wide agreements, with respect to employees and no collective bargaining agreement is being negotiated by Company or any of its Subsidiariesworks council. Except as set forth in Section 2.12(k) As of the Company Disclosure Scheduledate of this Agreement, to the Knowledge of the Company, there none of the Company Employees are no activities represented by a labor organization, works council or proceedings of any labor trade union to organize any employees of Company or any of its Subsidiaries. There has not been any labor dispute, strike or work stoppage against Company or any of its Subsidiaries orand, to the Knowledge of Company, threatened or reasonably anticipated that would reasonably be expected to materially interfere with the business activities of Company and its Subsidiariesexcept as set forth in the Litigation Report, taken as a whole. None there is no organizing activity, Action, election petition or other material union activity of Companyor by any labor organization, any of its Subsidiaries trade union or any of their respective representatives or employees has committed any unfair labor practice in connection with works council directed at the operation of the respective businesses of Company or any of its Subsidiaries, except, individually or in the aggregate, as has not had and any Company Employees. Except as would not reasonably be expected to have a Material Adverse Effect on be material to the Company and its Subsidiaries, Subsidiaries taken as a whole. There , (i) all individuals who provide services to the Company or its Subsidiaries have at all times and for all purposes been accurately classified by the Company and its Subsidiaries as an employee or independent contractor and as “exempt” or “non-exempt” based on the applicable standards under applicable Law, and (ii) no individual who has performed services for the Company or its Subsidiaries has been improperly excluded from participation in any Company Plan. (b) Except (x) as set forth in the Litigation Report or (y) as would not reasonably be expected to result in a Company Material Adverse Effect, there are (i) no unfair labor practice complaints pending against the Company or its Subsidiaries before the National Labor Relations Board or any other labor relations tribunal or authority, and (ii) no labor strike, lock out, material grievance, material arbitration, labor dispute, slowdown or stoppage against or affecting the Company or its Subsidiaries, and no such labor dispute is, to the Knowledge of the Company, pending or threatened or has occurred in the last three years. (c) Except (x) as set forth in the Litigation Report or (y) as would not reasonably be expected to result in a Company Material Adverse Effect, the Company and its Subsidiaries are and have been in compliance with all applicable Laws (including of the United States and any state thereof) respecting (i) hiring, employment, termination of employment, mass layoff and employment practices, including the Workers’ Adjustment and Retraining Notification Act (and any similar foreign, provincial, state or local statute or regulation), (ii) terms and conditions of employment, health and safety, wages and hours, child labor, immigration, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, equal opportunity, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues, leasing and supply of temporary and contingent staff, engagement of independent contractors, withholding of Taxes, and the payment of social security and other Taxes and unemployment insurance and (iii) relations between it and any labor organization, trade union, works council or other body representing Company Employees. (d) Except as set forth in the Litigation Report, there are no actionsActions, suitsgovernment investigations, claims, or labor disputes or grievances pending, or, to the Knowledge of the Company, threatened or reasonably anticipated relating to any labor, safety or discrimination matters employment related matter involving any employeeCompany Employee or applicant, including charges of unlawful discrimination, retaliation or harassment, failure to provide reasonable accommodation, denial of a leave of absence, failure to provide compensation or benefits, unfair labor practices practices, or discrimination complaintsother alleged violations of Law, that, if adversely determined, would, individually or in except for any of the aggregate, foregoing which would not reasonably be expected to have result in a Company Material Adverse Effect on Company and its Subsidiaries, taken as a whole. Neither Company nor any of its Subsidiaries have incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or any similar state or local law that remains unsatisfied and that is material to Company and its Subsidiaries, taken as a wholeEffect.

Labor. Except as set forth The Company is not presently, nor has it been in Section 2.12(k) of the Company Disclosure Schedulepast, neither Company nor any of its Subsidiaries is presently a party to, or bound by or has a duty to bargain forby, any collective bargaining agreement, trade agreement or union agreement, work council, employee representative agreement, union contract, or information or consultation agreement, other than national or industry-wide agreements, contract with respect to employees Employees and no collective bargaining agreement is being negotiated by the Company or any of its Subsidiaries. Except as set forth in Section 2.12(k) of the Company Disclosure Schedule, to To the Knowledge of the Company, there are no activities or proceedings of any labor union to organize any employees of Company or any of its SubsidiariesEmployees. There has not been any is no labor dispute, strike or work stoppage against the Company or any of its Subsidiaries pending or, to the Knowledge of the Company, threatened or reasonably anticipated that would reasonably be expected to which may materially interfere with the respective business activities of the Company and or any of its Subsidiaries, taken as a whole. None of the Company, any of its Subsidiaries or any of their respective representatives or employees Employees has committed any material unfair labor practice in connection with the operation of the respective businesses of the Company or any of its Subsidiaries, except, individually or in the aggregate, as has not had and as would not reasonably be expected to have a Material Adverse Effect on Company and its Subsidiaries, taken as a whole. There are no actions, suits, claims, labor disputes or grievances pending, or, to the Knowledge of the Company, threatened or reasonably anticipated relating to any labor, safety or discrimination matters involving any employeeEmployee, including including, without limitation, charges of unfair labor practices or discrimination complaints, thatwhich, if adversely determined, would, individually or in the aggregate, reasonably be expected material to have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole. Neither the Company nor any of its Subsidiaries has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. The Company has paid in full all amounts owing under the Workers’ Compensation Act, R.S.O. 1990, c. W. 11 (Ontario) or comparable provincial legislation, and the workers’ compensation claims experience of the Company would not permit a material penalty reassessment under such legislation. Neither the Company nor any of its Subsidiaries have incurred any material liability or material obligation under the Worker Adjustment and Retraining Notification Act or any similar state or local law that which remains unsatisfied and that is material to Company and its Subsidiaries, taken as a wholeunsatisfied.

Labor. Except as set forth in Section 2.12(k4.12(h) of the Company Disclosure ScheduleLetter, neither the Company nor any of its Subsidiaries is, or has been within the twelve (12) months prior to the date hereof, party to, or subject to, any collective bargaining agreement or other agreement with any labor organization, works council or trade union with respect to any of its or their current or former employees. Except as would not reasonably be expected to result in a Company Material Adverse Effect, no work stoppage, slowdown or labor strike against the Company or any of its Subsidiaries by their employees is pending or, to the Knowledge of the Company, threatened, and none have occurred within the twelve (12) months prior to the date hereof. Except as set forth in Section 4.12(h) of the Company Disclosure Letter, (A) none of the employees of the Company or any of its Subsidiaries are represented by a labor organization, works council or trade union and (B) to the Knowledge of the Company, there is no threatened or ongoing organizing activity, demand for recognition, election petition, or union card signing campaigns by any labor organization, works council or trade union directed at the Company or any of its Subsidiaries, and no such actions have occurred within the twelve (12) months prior to the date hereof. The Company and its Subsidiaries are in compliance with all applicable Laws relating to the relations between it and any labor organization, trade union, or work council and have been within the last two (2) years, except for such non-compliance that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except for such non-compliance that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries are in compliance with employment Laws, including but not limited to Laws relating to wages, hours, overtime, pay equity, hiring, promotion, equal employment opportunity, occupational health and safety (including employee training), leaves of absence, and the payment and withholding of taxes and similar obligations and have been within the last two (2) years, and, within the twelve (12) months prior to the date hereof, the Company has not received any notice of any violation of any such Laws by any Governmental Entity. During the twelve (12) months prior to the date of this Agreement neither the Company nor any of its Subsidiaries have received any written communications from any Governmental Entity responsible for the enforcement of labor, employment, non-discrimination, civil rights, affirmative action or wage and hour laws that it is conducting or intends to conduct an audit, review or investigation of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries is presently subject to any consent decree, injunction or other form of court order relating to any practice relating to labor, employment, civil rights, discrimination, affirmative action or wage and hour issues that would reasonably be expected to have, individually or in the aggregate, a party toCompany Material Adverse Effect. As of the date hereof, bound by or has a duty to bargain for, any collective bargaining agreement, trade union agreement, work council, employee representative agreement, union contract, or information or consultation agreement, other than national or industry-wide agreements, with respect to employees and no collective bargaining agreement is being negotiated by Company or any of its Subsidiaries. Except except as set forth in Section 2.12(k4.12(h) of the Company Disclosure ScheduleLetter, there are no pending or, to the Knowledge of the Company, there are no activities threatened Legal Actions or proceedings of any labor union to organize any employees of Company investigations, whether internal or any of its Subsidiaries. There has not been any labor disputeexternal, strike or work stoppage against the Company or any of its Subsidiaries oralleging unlawful discrimination, retaliation or harassment; failure to the Knowledge provide reasonable accommodation; unlawful denial of Company, threatened a leave of absence; failure to provide compensation or reasonably anticipated that would reasonably be expected to materially interfere with the business activities of Company and its Subsidiaries, taken as a whole. None of Company, any of its Subsidiaries or any of their respective representatives or employees has committed any benefits; unfair labor practice in connection with practices; or misclassification by the operation of the respective businesses of Company or any of its Subsidiaries, exceptnor have there been within the twelve (12) month period prior to this Agreement, except for any of the foregoing which would not reasonably be expected to have, individually or in the aggregate, as has not had and as would not reasonably be expected to have a Company Material Adverse Effect on Company and its Subsidiaries, taken as a whole. There are no actions, suits, claims, labor disputes or grievances pending, or, to the Knowledge of Company, threatened or reasonably anticipated relating to any labor, safety or discrimination matters involving any employee, including charges of unfair labor practices or discrimination complaints, that, if adversely determined, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Company and its Subsidiaries, taken as a whole. Neither Company nor any of its Subsidiaries have incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or any similar state or local law that remains unsatisfied and that is material to Company and its Subsidiaries, taken as a wholeEffect.

Labor. Except as set forth in Section 2.12(k) of No work stoppage, slowdown, lockout or labor strike against the Company Disclosure Schedule, neither Company nor or any of its Subsidiaries is presently a party to, bound by current or has a duty to bargain for, any collective bargaining agreement, trade union agreement, work council, employee representative agreement, union contract, or information or consultation agreement, other than national or industry-wide agreements, with respect to employees and no collective bargaining agreement is being negotiated by Company or any of its Subsidiaries. Except as set forth in Section 2.12(k) of the Company Disclosure Schedulepending or, to the Knowledge of the Company, threatened nor has there are been any such occurrence for the past five years. The Company has no Knowledge of any activities or proceedings of any labor union to organize any employees Employees or of Company any activities or proceedings to recognize any of its Subsidiariestrade union or similar body. There has not been any labor dispute, strike or work stoppage against Company or any of its Subsidiaries or, to the Knowledge of Company, threatened or reasonably anticipated that would reasonably be expected to materially interfere with the business activities of Company and its Subsidiaries, taken Except as a whole. None of Company, any of its Subsidiaries or any of their respective representatives or employees has committed any unfair labor practice set forth in connection with the operation Section 2.10 of the respective businesses of Company or any of its SubsidiariesDisclosure Letter, except, individually or in the aggregate, as has not had and as would not reasonably be expected to have a Material Adverse Effect on Company and its Subsidiaries, taken as a whole. There there are no actions, suits, claims, labor disputes or grievances pending, pending or, to the Knowledge of the Company, threatened by or reasonably anticipated on behalf of any Employee or involving any Employee relating to any laborlabor or employment matters including, without limitation, labor practices, employment practices, terms, conditions and classifications of employment, employee safety and health, immigration status, employment discrimination, disability rights or discrimination matters involving benefits, labor relations, employee leave requirements, plant closures and layoffs, affirmative action, whistleblower protections, wages or other remuneration and hours. Neither the Company nor any employee, including charges of its Subsidiaries has engaged in any unfair labor practices within the meaning of the National Labor Relations Act or discrimination complaintsany unfair labor practice under any comparable state, that, if adversely determined, would, individually local or in the aggregate, foreign law that is reasonably be expected to have result in a Material Adverse Effect on material liability to the Company and its Subsidiaries, taken as a whole. Neither the Company nor any of its Subsidiaries have is presently, nor has it been in the past, a party to, or bound by, any collective bargaining agreement, union contract or similar agreement with respect to Employees and no such agreement is being negotiated by the Company or any of its Subsidiaries as of the Effective Time, or expected to be negotiated prior the Closing Date. Within the past year, neither the Company nor any of its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act WARN or any similar state or local law that remains unsatisfied, and no terminations prior to the Closing Date shall result in unsatisfied and that is material liability or obligation under WARN or any similar state or local law. No employee of the Company or any of its Subsidiaries has experienced an employment loss, as defined by the WARN Act or any similar applicable state or local law requiring notice to Company and its Subsidiariesemployees in the event of a closing or layoff, taken as a wholewithin ninety days prior to the date of this Agreement.

Labor. Except as set forth in Section 2.12(k) 3.13 of the Company Disclosure Schedule: (a) none of Company or its Subsidiaries is a party to any collective bargaining agreement or similar arrangement with any labor union, including any memorandum of understanding or neutrality agreement, applicable to employees of any of Company or its Subsidiaries, nor is any such agreement currently being negotiated; (b) no work stoppage, strike, slowdown or similar labor dispute involving any of Company or its Subsidiaries is pending, has occurred in the two years preceding the date hereof or, to the Knowledge of Company, is threatened; (c) to the Knowledge of Company, no union organization effort is presently being made or threatened on behalf of any labor union with respect to employees of Company or its Subsidiaries; (d) there is no material unfair labor practice charge or complaint pending or, to the Knowledge of Company or its Subsidiaries, threatened against or otherwise affecting Company or its Subsidiaries; (e) neither Company nor any of its Subsidiaries is presently a party to, otherwise bound by or has a duty to bargain for, any collective bargaining agreement, trade union agreement, work council, employee representative agreement, union contractby, or information or consultation agreement, other than national or industry-wide agreements, the subject of any consent decree with respect any Governmental Entity relating to employees and no collective bargaining agreement is being negotiated by or employment practices; (f) neither Company or any of its Subsidiaries. Except as set forth in Section 2.12(k) of the Company Disclosure Schedule, to the Knowledge of Company, there are no activities or proceedings of any labor union to organize any employees of Company or any of its Subsidiaries. There has not been any labor dispute, strike or work stoppage against Company or nor any of its Subsidiaries orhas effectuated a “plant closing” or “mass layoff” since January 1, to the Knowledge of Company, threatened 2006 that gave rise or reasonably anticipated that would reasonably be expected to materially interfere give rise to any material liability under the Worker Adjustment and Retraining Notification Act of 1988 (together with the business activities of any similar state or local law, rule or regulation, “WARN”); and (g) Company and its SubsidiariesSubsidiaries are operating the Business in compliance with all Labor Laws relating to employees or employment practices, taken as a whole. None of Company, any of its Subsidiaries or any of their respective representatives or employees has committed any unfair labor practice in connection with the operation of the respective businesses of Company or any of its Subsidiaries, except, individually or in the aggregate, as has not had and as other than non-compliance which would not reasonably be expected to have a Material Adverse Effect on Company Effect. “Labor Laws” means any applicable Law relating to employment standards, health and its Subsidiaries, taken as a whole. There are no actions, suits, claimssafety, labor disputes or grievances pendingrelations, orunemployment and workers’ compensation insurance, to the Knowledge equal opportunity, and/or wages, hours and terms and conditions of Company, threatened or reasonably anticipated relating to any labor, safety or discrimination matters involving any employee, including charges of unfair labor practices or discrimination complaints, that, if adversely determined, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Company and its Subsidiaries, taken as a whole. Neither Company nor any of its Subsidiaries have incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or any similar state or local law that remains unsatisfied and that is material to Company and its Subsidiaries, taken as a wholeemployment.

Labor. Except as set (a) Schedule 3.15(a) sets forth in Section 2.12(k) a list of each of the employees of the Company Disclosure Scheduleand its Subsidiaries as of the date hereof. None of the current employees of the Company or any of its Subsidiaries (“Employees”) is represented in his or her capacity as an employee of the Company or any of its Subsidiaries by any labor organization, neither other than with respect to a foreign Underlying Project or any Law of the jurisdiction in which employees of such Underlying Project are located that functions as a labor agreement or provides protection for groups of individuals under common employment. Neither the Company nor any of its Subsidiaries is presently a party to, bound by or has a duty to bargain for, recognized any labor organization nor has any labor organization been elected as the collective bargaining agreement, trade union agreement, work council, employee representative agreement, union contract, or information or consultation agreement, other than national or industry-wide agreements, with respect to employees and no collective bargaining agreement is being negotiated by Company or any of its Subsidiaries. Except as set forth in Section 2.12(k) of the Company Disclosure Schedule, to the Knowledge of Company, there are no activities or proceedings agent of any labor union to organize any employees of Company or any of its Subsidiaries. There Employees, nor has not been any labor dispute, strike or work stoppage against the Company or any of its Subsidiaries entered into any collective bargaining agreement or union contract recognizing any labor organization as the bargaining agent of any Employees. There is no union organization activity involving any of the Employees pending or, to the Knowledge of the Company, threatened or reasonably anticipated that would reasonably be expected to materially interfere with the business activities of Company and its Subsidiariesthreatened, taken as a whole. None of Company, nor has there ever been union representation involving any of its Subsidiaries or any of their respective representatives or employees has committed any unfair labor practice in connection with the operation of the respective businesses of Company or any of its Subsidiaries, except, individually or in the aggregate, as has not had and as would not reasonably be expected to have a Material Adverse Effect on Company and its Subsidiaries, taken as a wholeEmployees. There are no actionsstrikes, suits, claims, labor disputes slowdowns or grievances pending, work stoppages pending or, to the Knowledge of the Company, threatened. There are no complaints, petitions, proceedings, charges or claims against the Company or any of its Subsidiaries pending or, to the Knowledge of the Company, threatened which could be brought or reasonably anticipated filed with any Governmental Body based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of, or failure by the Company or any laborof its Subsidiaries to employ, safety or discrimination matters involving any employeeindividual, including charges of unfair labor practices or discrimination complaints, that, if adversely determined, wouldexcept as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Effect. The Company and each of its SubsidiariesSubsidiaries is in material compliance with all Laws relating to the employment of labor, taken including all such Laws relating to wages, hours, WARN, collective bargaining or labor relations, discrimination, civil rights, safety and health, workers’ compensation, worker and workplace protection and the collection and payment of withholding and/or social security Taxes and any similar Tax except for immaterial non-compliance. There has been no “mass layoff” or “plant closing” as a whole. Neither defined by WARN with respect to the Company nor or any of its Subsidiaries within the previous six months. (b) Except as set forth on Schedule 3.15(b), to the Knowledge of the Company, (i) there is no labor organization representing any of the employees of any Underlying Project, nor have incurred such employees entered into any liability collective bargaining agreement or obligation under union contract; (ii) there is no union organization activity involving any of the Worker Adjustment and Retraining Notification Act employees of any Underlying Project pending or threatened, (iii) there are no strikes, slowdowns or work stoppages pending at any Underlying Project or threatened, (iv) there are no complaints, petitions, proceedings, charges or claims against the Underlying Project pending or threatened which could be brought or filed with any Governmental Body based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of, or failure by the Company or any of its Subsidiaries to employ, any individual, except as would not, individually or in the aggregate, be expected to have a Material Adverse Effect; and (v) each Underlying Project is in compliance with all Laws relating to the employment of labor, including all such Laws relating to wages, hours, WARN, collective bargaining and labor relations, discrimination, civil rights, safety and health, workers’ compensation, worker and workplace protection and the collection and payment of withholding and/or social security Taxes and any similar state or local law that remains unsatisfied and that is material to Company and its Subsidiaries, taken as a wholeTax except for immaterial non-compliance.

Labor. Except as set forth in Section 2.12(k(a) of To the extent any Person is employed or engaged by the Company Disclosure Scheduleor any of its Subsidiaries as an independent contractor or leased employee (leased from another employer), neither the Company or applicable Subsidiary has properly classified such Person, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Any current employee classified as exempt from overtime wages has been properly classified as such by the Company or applicable Subsidiary, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) Neither the Company nor any of its Subsidiaries is presently a party to, bound by has any labor contracts or has a duty to bargain for, any collective bargaining agreement, trade union agreement, work council, employee representative agreement, union contract, or information or consultation agreement, other than national or industry-wide agreements, agreements with respect to employees and no collective bargaining agreement is being negotiated any Persons employed by Company or any of its Subsidiaries. Except as set forth in Section 2.12(k) of the Company Disclosure Schedule, to the Knowledge of Company, there are no activities or proceedings of any labor union to organize any employees of Company or any of its Subsidiaries. There has not been any labor dispute, strike or work stoppage against Company or any of its Subsidiaries or, to the Knowledge of Company, threatened or reasonably anticipated that would reasonably be expected to materially interfere with the business activities of Company and its Subsidiaries, taken as a whole. None of Company, any of its Subsidiaries or any of their respective representatives or employees has committed any unfair labor practice in connection with Persons otherwise performing services primarily for the operation of the respective businesses of Company or any of its Subsidiaries, exceptand no employee of the Company or any of its Subsidiaries is covered by any such contracts or agreements. Since June 30, 2011, there has not been, and as of the date of this Agreement there is not pending or, to the knowledge of the Company, threatened, any work stoppage or labor strike against the Company or any of its Subsidiaries by employees. (c) To the knowledge of the Company, no labor organization or group of employees of the Company or any of its Subsidiaries has made a pending demand for recognition or certification other than as has been disclosed by the Company to Parent. There are no (i) unfair labor practice charges or complaints against the Company or any of its Subsidiaries pending before the National Labor Relations Board or any foreign equivalent and, to the knowledge of the Company, no such representations, claims or petitions are threatened, (ii) representation claims or petitions pending before the National Labor Relations Board or any foreign equivalent, or (iii) grievances or pending arbitration proceedings against the Company or any of its Subsidiaries that arose out of or under any collective bargaining agreement, in each case except as would not, or would not reasonably be expected to have, individually or in the aggregate, as has not had and as would not reasonably be expected to have a Material Adverse Effect on Company and its Subsidiaries, taken as a whole. There are no actions, suits, claims, labor disputes or grievances pending, or, to the Knowledge of Company, threatened or reasonably anticipated relating to any labor, safety or discrimination matters involving any employee, including charges of unfair labor practices or discrimination complaints, that, if adversely determined, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Company and its Subsidiaries, taken as a whole. Neither Company nor any of its Subsidiaries have incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or any similar state or local law that remains unsatisfied and that is material to Company and its Subsidiaries, taken as a wholeEffect.

Labor. Except as set forth in on Section 2.12(k) 3.16 of the Company Sellers Disclosure Schedule, neither Company nor any of its Subsidiaries is presently a party to, bound : (a) no employees are represented by or has a duty to bargain for, any collective bargaining agreement, trade union agreement, work council, employee representative agreement, union contract, or information or consultation agreement, other than national or industry-wide agreements, with respect to employees and no collective bargaining agreement is being negotiated by Company or any of its Subsidiaries. Except as set forth in Section 2.12(k) of the Company Disclosure Schedule, to the Knowledge of Company, there are no activities or proceedings of any labor union to organize any organization. No labor organization or group of employees of Company has made a pending demand for recognition, proceedings or any of its Subsidiaries. There has not been any labor dispute, strike or work stoppage against Company or any of its Subsidiaries petitions seeking a representation proceeding presently pending or, to the Knowledge of Companythe Transelec Entities, threatened to be brought or reasonably anticipated that filed, with the applicable labor relations tribunal. To the Knowledge of the Transelec Entities, there is no organizing activity involving the Transelec Entities pending or threatened by any labor organization or group of employees. (b) As of the date hereof, there are no (i) strikes, work stoppages, slowdowns, lockouts or arbitrations or (ii) material grievances or other labor disputes pending or, to the Knowledge of the Transelec Entities, threatened against or involving the Transelec Entities. Except as set forth at Section 3.16 of the Sellers Disclosure Schedule, there are no unfair labor practice charges, grievances or complaints pending or, to the Knowledge of the Transelec Entities, threatened by or on behalf of any employee or group of employees, except for such practice, grievances or complaints which would not reasonably be expected to materially interfere with the business activities of Company and its Subsidiaries, taken as a whole. None of Company, any of its Subsidiaries or any of their respective representatives or employees has committed any unfair labor practice in connection with the operation of the respective businesses of Company or any of its Subsidiaries, excepthave, individually or in the aggregate, as has not had and as a Transelec Material Adverse Effect. (c) There are no complaints, charges or claims against the Transelec Entities pending or, to Knowledge of the Transelec Entities, threatened that could be brought or filed, with any Governmental Entity based on, arising out of, in connection with or otherwise relating to the employment or termination of employment of or failure to employ, any individual, except for complaints, changes based on rights established by applicable Laws or claims which would not reasonably be expected to have a Material Adverse Effect on Company and its Subsidiaries, taken as a whole. There are no actions, suits, claims, labor disputes or grievances pending, or, to the Knowledge of Company, threatened or reasonably anticipated relating to any labor, safety or discrimination matters involving any employee, including charges of unfair labor practices or discrimination complaints, that, if adversely determined, wouldhave, individually or in the aggregate, a Transelec Material Adverse Effect. Each of the Transelec Entities is in compliance with all Laws relating to the employment of labor, including all such Laws relating to wages, hours, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation, loans (including loans made to any director of the Transelec Entities) and the collection and payment of withholding and/or retirement taxes and any similar tax, except for such breaches which would not reasonably be expected to have have, individually or in the aggregate, a Transelec Material Adverse Effect on Company and its Subsidiaries, taken as a whole. Neither Company nor any of its Subsidiaries have incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or any similar state or local law that remains unsatisfied and that is material to Company and its Subsidiaries, taken as a wholeEffect.

Labor. Except as set forth in Section 2.12(k) of Neither the Company Disclosure Schedule, neither Company nor any of its Subsidiaries is presently a party to, to or bound by or has a duty to bargain for, any collective bargaining agreementagreement or similar agreement with any labor organization or other representative of any Company Employees, trade union agreement, work council, employee representative agreement, union contract, or information or consultation agreement, other than national or industry-wide agreements, with respect to employees and no collective bargaining nor is any such agreement is being negotiated by the Company or any of its Subsidiaries as of the date hereof. As of the date hereof, there are no material labor strikes, material work stoppages, slowdowns, lockouts or similar material labor disputes pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries. Except as set forth in Section 2.12(k) of the Company Disclosure Schedule, to the Knowledge of Company, there are no activities or proceedings of any labor union to organize any employees of Company or any of its Subsidiaries. There has not been any labor disputehad, strike or work stoppage against Company or any of its Subsidiaries or, to the Knowledge of Company, threatened or reasonably anticipated that would not reasonably be expected to materially interfere with the business activities of Company and its Subsidiaries, taken as a whole. None of Company, any of its Subsidiaries or any of their respective representatives or employees has committed any unfair labor practice in connection with the operation of the respective businesses of Company or any of its Subsidiaries, excepthave, individually or in the aggregate, as has not had and as would not reasonably be expected to have a Material Adverse Effect on Effect, (a) the Company and its SubsidiariesSubsidiaries are in compliance with all applicable Laws respecting labor and employment, taken as a whole. There including terms and conditions of employment, immigration, workers’ compensation, layoffs, compensation and benefits, wages and hours and overtime exemption classifications and (b) there are no actions(i) unfair labor practice charges or complaints pending against the Company or any Subsidiary before the National Labor Relations Board or any other labor relations tribunal or authority, suits, claims, labor disputes or grievances pending, or, (ii) to the Knowledge of the Company, threatened union organizing efforts regarding any Company Employees or reasonably anticipated relating to any labor, safety (iii) liabilities or discrimination matters involving any employee, including charges of unfair labor practices or discrimination complaints, that, if adversely determined, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Company and its Subsidiaries, taken as a whole. Neither Company nor any of its Subsidiaries have incurred any liability or obligation obligations under the Worker Adjustment and Retraining Notification Act and the regulations promulgated thereunder or any similar state or local law Law that remains unsatisfied remain unsatisfied. As of the date of this Agreement, there are no pending or, to the Knowledge of the Company, threatened actions or proceedings against the Company or any of its Subsidiaries relating to current or former employees or labor or employment practices, except as has not had, or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Notwithstanding any other provisions of this Agreement to the contrary, the representations and that is material warranties made in this Section 4.12 and Section 4.9 are the sole and exclusive representations and warranties of the Company with respect to labor and employment matters and no other representation or warranty of the Company contained herein shall be construed to relate to labor and its Subsidiaries, taken as a wholeemployment matters (including their compliance with any applicable Law).

Labor. Except (a) The Company and its Subsidiaries are, and have been for the past three years, in compliance with all Applicable Laws relating to labor and employment, including, but not limited to, those relating to labor management relations, discrimination, sexual harassment, civil rights, affirmative action, immigration, safety and health (collectively, the “Employment Laws”), except, in each case, as would not reasonably be likely to have a Material Adverse Effect. No action, suit, investigation, audit, proceeding or claim (other than routine claims for benefits) involving the Employment Laws is pending against or involves or is threatened against or threatened to involve, the Company or any of its Subsidiaries before any arbitrator or any Governmental Authority, except, in each case, as would not reasonably be likely to have a Material Adverse Effect. (b) Section 4.19(b) of the Company Disclosure Schedule lists each Collective Bargaining Agreement and any pending or, to the Company’s Knowledge, threatened material labor representation request with respect to any Service Provider. For each Collective Bargaining Agreement set forth in Section 2.12(k4.19(b) of the Company Disclosure Schedule, neither the Company has made available to Parent a copy of such agreement. (c) Neither the Company nor any of its Subsidiaries is presently a party tohas failed to comply with the provisions of any Collective Bargaining Agreement, bound by or has a duty to bargain for, any collective bargaining agreement, trade union agreement, work council, employee representative agreement, union contract, or information or consultation agreement, other than national or industry-wide agreements, with respect to employees and no collective bargaining agreement is being negotiated by Company or any of its Subsidiaries. Except as set forth in Section 2.12(k) of the Company Disclosure Schedule, to the Knowledge of Company, there are no activities or proceedings of any labor union to organize any employees of Company or any of its Subsidiaries. There has not been any labor dispute, strike or work stoppage grievances outstanding against the Company or any of its Subsidiaries under any such agreement, except, in each case, as would not reasonably be likely to have a Material Adverse Effect. As of the date hereof, there is no labor strike, slowdown, stoppage, picketing, interruption of work or lockout pending or, to the Knowledge of Company’s Knowledge, threatened against or reasonably anticipated that would reasonably be expected to materially interfere with affecting the business activities of Company and its Subsidiaries, taken as a whole. None of Company, any of its Subsidiaries or any of their respective representatives or employees has committed any unfair labor practice in connection with the operation of the respective businesses of Company or any of its Subsidiaries, except, individually or in the aggregateeach case, as has not had and as would not reasonably be expected likely to have a Material Adverse Effect on Effect. (d) The consent or consultation of, or the rendering of formal advice by, any labor or trade union, works council or other employee representative body is not required for the Company and its Subsidiaries, taken as a whole. There are no actions, suits, claims, labor disputes to enter into this Agreement or grievances pending, or, to consummate any of the Knowledge of Company, threatened or reasonably anticipated relating to any labor, safety or discrimination matters involving any employee, including charges of unfair labor practices or discrimination complaints, that, if adversely determined, would, individually or in transactions contemplated hereunder. (e) Neither the aggregate, reasonably be expected to have a Material Adverse Effect on Company and its Subsidiaries, taken as a whole. Neither Company nor any of its Subsidiaries has taken any action that would reasonably be expected to cause Parent or any of its Affiliates to have incurred any liability or other obligation following the Effective Time under the Worker Adjustment and Retraining Notification Act or any similar state or local law that remains unsatisfied and that is material WARN, except, in each case, as would not reasonably be likely to Company and its Subsidiaries, taken as have a wholeMaterial Adverse Effect.

Labor. Except as set forth in Section 2.12(k) of Neither the Company Disclosure Schedule, neither Company Borrower nor any of its Subsidiaries is presently engaged in any unfair labor practice that could reasonably be expected to have a party to, bound by or has a duty to bargain for, any collective bargaining agreement, trade union agreement, work council, employee representative agreement, union contract, or information or consultation agreement, other than national or industry-wide agreements, with respect to employees and no collective bargaining agreement is being negotiated by Company or any of its SubsidiariesMaterial Adverse Effect. Except as set forth as, either individually or in Section 2.12(kthe aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) of there is no significant unfair labor practice complaint pending against the Company Disclosure Schedule, to the Knowledge of Company, there are no activities or proceedings of any labor union to organize any employees of Company or any of its Subsidiaries. There has not been any labor dispute, strike or work stoppage against Company Borrower or any of its Subsidiaries or, to the Knowledge knowledge of Companythe Borrower, threatened against any of them before the National Labor Relations Board or reasonably anticipated that would reasonably be expected to materially interfere with any similar Governmental Authority in any jurisdiction, and no significant grievance or significant arbitration proceeding arising out of or under any collective bargaining agreement is so pending against the business activities of Company and its Subsidiaries, taken as a whole. None of Company, Borrower or any of its Subsidiaries or, to the knowledge of the Borrower, threatened against any of them, (b) no significant strike, labor dispute, slowdown or stoppage is pending against the Borrower or any of their respective representatives or employees has committed any unfair labor practice in connection with its Subsidiaries or, to the operation knowledge of the respective businesses of Company Borrower, threatened against the Borrower or any of its Subsidiaries, except(c) to the knowledge of the Borrower, individually no question concerning union representation exists with respect to the employees of the Borrower or in the aggregate, as has not had and as would not reasonably be expected to have a Material Adverse Effect on Company and any of its Subsidiaries, taken as a whole. There are no actions, suits, claims, labor disputes (d) hours worked by and payment made to employees of the Borrower or grievances pending, or, to the Knowledge of Company, threatened or reasonably anticipated relating to any labor, safety or discrimination matters involving any employee, including charges of unfair labor practices or discrimination complaints, that, if adversely determined, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Company and its Subsidiaries, taken as a whole. Neither Company nor any of its Subsidiaries within the past five years have incurred any liability or obligation under not been in violation of the Worker Adjustment and Retraining Notification Fair Labor Standards Act or any similar state other applicable law dealing with such matters, and (e) all payments due from the Borrower or local law that remains unsatisfied any of its Subsidiaries on account of employee health and that is material to Company and its Subsidiaries, taken welfare insurance have been paid or accrued as a wholeliability on the books of the relevant entity.

Labor. Except as set forth in Section 2.12(k) of the Company Disclosure Schedule, neither Company Neither LTX-Credence nor any of its Subsidiaries is presently a party to, or bound by or has a duty to bargain forby, any collective bargaining agreement, trade union agreement, work works council, employee representative agreement, union contract, or information or consultation agreement, other than national or industry-wide agreements, with respect to employees and no collective bargaining agreement is being negotiated by Company LTX-Credence or any of its Subsidiaries. Except as set forth in Section 2.12(k) of the Company Disclosure Schedule, to To the Knowledge of CompanyLTX-Credence, there are no activities or proceedings of any labor union to organize any employees of Company LTX-Credence or any of its Subsidiaries. There has not been any is no labor dispute, strike or work stoppage against Company LTX-Credence or any of its Subsidiaries pending or, to the Knowledge of CompanyLTX-Credence, threatened or reasonably anticipated that which would reasonably be expected to materially interfere with the business activities of Company LTX-Credence and its Subsidiaries, taken as a whole. None of CompanyLTX-Credence, any of its Subsidiaries or any of their respective representatives or employees has committed any unfair labor practice in connection with the operation of the respective businesses of Company LTX-Credence or any of its Subsidiaries, except, individually or in the aggregate, as has not had and as would not reasonably be expected to have a Material Adverse Effect on Company LTX-Credence and its Subsidiaries, taken as a whole. There are no actions, suits, claims, labor disputes or grievances pending, or, to the Knowledge of CompanyLTX-Credence, threatened or reasonably anticipated relating to any labor, safety or discrimination matters involving any employee, including charges of unfair labor practices or discrimination complaints, thatwhich, if adversely determined, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Company LTX-Credence and its Subsidiaries, taken as a whole. Neither Company LTX-Credence nor any of its Subsidiaries have incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or any similar state or local law that which remains unsatisfied and that is material to Company LTX-Credence and its Subsidiaries, taken as a whole.

Labor. Except as set forth in Section 2.12(k(a) None of the Company Disclosure ScheduleCompany, neither Company nor its Subsidiaries, or with respect to any employees of its Subsidiaries Seller providing employee-type services to the Business, Seller (i) is presently a party to, bound by or has a duty to bargain for, any collective bargaining agreementagreement or other labor union contract and, trade union agreementto Seller’s Knowledge, there are no organizational campaigns, petitions or other unionization activities focusing on persons who provide services to the Company, its Subsidiaries or the Business which seeks recognition of a collective bargaining unit and (ii) is, nor in the past three (3) years has been, subject to any strikes, material slowdowns or material work councilstoppages pending or threatened in writing between the Company, employee representative agreementits Subsidiaries or Seller (as applicable) and any group of the foregoing employees. The Company, union contract, or information or consultation agreement, other than national or industry-wide agreementsits Subsidiaries and, with respect to employees and no collective bargaining agreement is being negotiated by Company or any of its Subsidiaries. Except as set forth in Section 2.12(k) of the Company Disclosure Schedule, Seller that provide employee-type services to the Knowledge of CompanyBusiness, there are no activities or proceedings of any labor union to organize any employees of Company or any of its Subsidiaries. There has not Seller are, and have been any labor dispute, strike or work stoppage against Company or any of its Subsidiaries or, to the Knowledge of Company, threatened or reasonably anticipated that would reasonably be expected to materially interfere in compliance with the business activities of Company and its Subsidiaries, taken as a whole. None of Company, any of its Subsidiaries or any of their respective representatives or employees has committed any unfair labor practice in connection with the operation of the respective businesses of Company or any of its Subsidiaries, except, individually or in the aggregate, as has not had and as would not reasonably be expected to have a Material Adverse Effect on Company and its Subsidiaries, taken as a whole. There are no actions, suits, claimsall applicable Laws regarding employment, labor disputes or grievances pendingand wage and hour matters, orincluding discrimination, to the Knowledge of Companyretaliation, threatened or reasonably anticipated relating to any laborequal employment opportunity, sexual and other harassment, civil rights, immigration, safety and health, paid time off/sick pay, leaves, business expenses, workers’ compensation, classification of employees and independent contractors, classification of exempt and non-exempt status for overtime eligibility purposes, plant closing and layoff or discrimination matters involving any employee, other notices including charges of unfair labor practices or discrimination complaints, that, if adversely determined, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Company and its Subsidiaries, taken as a whole. Neither Company nor any of its Subsidiaries have incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act and any and all comparable state, local and other legal requirements, and the collection and payment of withholding Taxes, social security Taxes and similar Taxes. The Company, its Subsidiaries and, with respect to employees of Seller that provide employee-type services to the Business, Seller are not, and have not been in violation of any contract with or specific promise made to employees or individuals providing employment-type services. (b) To Seller’s Knowledge, no employee of the Company or any similar state of its Subsidiaries is in violation of any term of any employment contract, noncompetition agreement, or local law that remains unsatisfied and that is material any restrictive covenant to a former employer relating to the right of such employee to be employed by the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by Company or any of its Subsidiaries or to the use of trade secrets or proprietary information of others. Each employee of the Company and its Subsidiaries is authorized to work in the United States. Seller has current I-9 Forms for all employees of the Company and its Subsidiaries who work in the United States and for those who worked in the United States in the past three (3) years, and has complied with required processes with respect to obtaining such I-9 Forms. To Seller’s Knowledge, no employee or independent contractor, or actions taken by such employee or independent contractor, has been the target of any investigation by any Governmental Authority. To Seller’s Knowledge, no employee or independent contractor of the Company or any of its Subsidiaries has received any request by a Governmental Authority to review any Business-related records, files or other documents maintained by such employee or independent contractor. Seller has not received any request by a Governmental Authority within the last five (5) years to review employment-related records maintained by the Company and/or its Subsidiaries regarding any of the employees of the Company and/or its Subsidiaries or records related to the relationship of the Company or its Subsidiaries with an independent contractor. (c) To Seller’s Knowledge, in the last five (5) years, no allegations of sexual or other harassment or discrimination have been made against any employee or officer of the Company or any of its Subsidiaries. In the last five years, neither the Seller nor the Company nor any of its Subsidiaries has entered into any settlement agreements related to allegations of sexual or other harassment, discrimination or other misconduct by an employee or officer of the Company or any of its Subsidiaries. (d) There are no pending or, to Seller’s Knowledge, threatened litigation, arbitration, or administrative proceedings alleging a violation or claimed violation by the Company, its Subsidiaries, taken as a wholeor with respect to any employees of Seller providing employee-type services to the Business, Seller, related to any health, safety, wage and hour, equal employment opportunity, anti-discrimination, labor or other law, ordinance, rule regulation, or order governing the terms and conditions of employment.

Labor. Except (a) Seller has delivered to Purchaser a true, complete and accurate list as set forth in Section 2.12(k) of May 26, 2019, of each current employee of all members of the Company Disclosure ScheduleGroup, neither with such list indicating each employee’s job title, starting employment date, annual base salary or wage rate, target annual bonus, work location and vacation and time off entitlements (the “Employee List”). (b) No member of the Company nor any of its Subsidiaries Group is presently a party to, bound by or has a duty to bargain for, any collective bargaining agreement, trade or other similar contract with a labor union agreement, work council, employee representative agreement, union contract, or information or consultation agreement, other than national or industry-wide agreements, with respect to employees and no collective bargaining agreement labor organization (a “Collective Bargaining Agreement”). No Collective Bargaining Agreement is being negotiated by Company or any of its Subsidiaries. Except as set forth in Section 2.12(k) member of the Company Disclosure ScheduleGroup and, to the Knowledge of the Company, no trade union, works council or staff association is currently seeking to represent any member of the Company Group’s employees. During the last three (3) years there are have been no activities or proceedings of any labor union to organize any employees of Company or any of its Subsidiaries. There has not been any labor dispute, strike or work stoppage against Company or any of its Subsidiaries and there is no pending or, to the Knowledge of the Company, threatened threatened, labor disputes, strikes, slowdowns, labor grievances, arbitrations or reasonably anticipated that work stoppages against any member of the Company Group, including any Action which could result in the certification of a trade union as bargaining agent for employees or independent contractors of any member of the Company Group. (c) Each member of the Company Group is in material compliance with all applicable Laws in respect of employment and employment practices and terms and conditions of employment and wages and hours. Without limiting the generality of the foregoing, no Person who performs or performed services in the United States has been treated as an independent contractor of any member of the Company Group for Tax purposes, or for purposes of exclusion from any Benefit Plan, who should have been treated as an employee for such purposes. No member of the Company Group has any liability by reason of an individual who performs or performed services in the United States for any member of the Company Group in any capacity being improperly excluded from participating in a Benefit Plan. Each Person who performs or performed services as an independent contractor outside of the United States has been properly classified as a contractor under local law, except where any such failure would not reasonably be expected to materially interfere with result in a material liability to any member of the business activities Company Group. Each employee of each member of the Company and its Subsidiaries, taken Group has been properly classified as a whole. None “exempt” or “non-exempt” under applicable Law. (d) To the Knowledge of the Company, no member of the Company Group has received, at any of its Subsidiaries time during the prior three (3) years, any written notice from any Governmental Authority or any other Person regarding any actual, alleged or potential violation of, or failure to comply with, any term or requirement of their respective representatives any applicable Laws in respect of employment and employment practices and terms and conditions of employment and wages and hours, except in each case, where such actual, alleged or employees has committed any unfair labor practice in connection with the operation of the respective businesses of Company potential violation or any of its Subsidiaries, exceptfailure to comply, individually or in the aggregate, as has not had and as would not reasonably be expected to have a Material Adverse Effect on Company and its Subsidiaries, taken as a whole. There are no actions, suits, claims, labor disputes or grievances pending, or, material to the Knowledge of Company, threatened or reasonably anticipated relating to any labor, safety or discrimination matters involving any employee, including charges of unfair labor practices or discrimination complaints, that, if adversely determined, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Company and its Subsidiaries, taken as a whole. Neither Company nor any of its Subsidiaries have incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or any similar state or local law that remains unsatisfied and that is material to Company and its SubsidiariesGroup, taken as a whole.

Labor. Except as set forth in Section 2.12(k(a) of Neither the Company Disclosure ScheduleCompany, neither Company nor any of its Subsidiaries nor the JV is presently a party to, bound by or has a duty to bargain for, any collective bargaining agreement, trade union agreement, work council, employee representative agreement, union contract, or information or consultation agreement, other than national or industry-wide agreements, with respect to employees and no collective bargaining agreement is being negotiated by Company or any of its Subsidiaries. Except as set forth in Section 2.12(k) of the Company Disclosure Schedulenor, to the Knowledge of the Company, is any such agreement currently being negotiated. As of the date of this Agreement, to the Knowledge of the Company, there are no organizing activities or proceedings of any labor union to organize any employees of Company or any of its Subsidiaries. There has not been any labor dispute, strike or work stoppage against Company or any of its Subsidiaries or, to involving the Knowledge of Company, threatened or reasonably anticipated that would reasonably be expected to materially interfere with the business activities of Company and its Subsidiaries, taken as a whole. None of Company, any of its Subsidiaries or the JV pending with any labor organization or group of their respective representatives or employees has committed any unfair labor practice in connection with the operation of the respective businesses of Company or Company, any of its SubsidiariesSubsidiaries or the JV. Since January 1, except2014, individually or in the aggregate, as there has not had and been any labor strike, material slowdown, picketing, lockout or material work stoppage, or, to the Knowledge of the Company, threat thereof, by or with respect to any employee of the Company, any of its Subsidiaries or the JV. (b) Except as would not reasonably be expected to have a Company Material Adverse Effect on Company and its SubsidiariesImpact, taken as a whole. There there are no actions, suits, claimscharges, labor disputes disputes, or grievances pending, investigations pending or, to the Knowledge of the Company, threatened by or reasonably anticipated on behalf of any employee or labor organization alleging violations of Laws relating to any wage and hour (including the payment of compensation for minimum wage, hours worked, meal and rest periods, and overtime), collective bargaining, discrimination, harassment, civil rights, work eligibility and authorization, child labor, equal employment opportunity, the WARN Act, 29 U.S.C. § 2109 et seq. or the regulations promulgated thereunder, immigration, pay equity, safety or discrimination matters involving any employeeand health and workers’ compensation. The Company, including charges of unfair labor practices or discrimination complaintsits Subsidiaries and the JV are, thatand have at all times since January 1, if adversely determined2014 been, wouldin compliance with such Laws, individually or in the aggregate, except as would not reasonably be expected to have a Company Material Adverse Effect on Impact. (c) To the Knowledge of the Company, each employee of the Company, its Subsidiaries and the JV has provided appropriate documentation demonstrating that the employee is legally permitted to be employed in the jurisdiction in which such employee is employed. Except as would not reasonably be expected to have a Company and its SubsidiariesMaterial Impact, taken as a whole. Neither Company nor neither the Company, any of its Subsidiaries have nor the JV has any actual or contingent liability with respect to: (1) the misclassification of any Person as an independent contractor rather than as an employee, (2) as an “exempt” employee rather than a “non-exempt” employee (within the meaning of FLSA), (3) with respect to such Person’s status as a leased employee, or (4) with respect to any volunteers, unpaid interns, or any other unpaid workers. (d) Neither the Company, any of its Subsidiaries nor the JV has incurred any liability or obligation under the Worker Adjustment WARN Act, and Retraining Notification Act the regulations promulgated thereunder, or any similar state or local law Law, that remains unsatisfied and that unsatisfied, except as would not reasonably be expected to have a Company Material Impact. (e) To the Knowledge of the Company, there is material no representation petition pending, threatened or anticipated with respect to any employee of the Company, any of its Subsidiaries or the JV. (f) Except as would not reasonably be expected to have a Company and Material Impact, to the Knowledge of the Company, no employee of the Company, any of its SubsidiariesSubsidiaries or the JV is in violation of any term of any employment Contract, taken as non-disclosure agreement, non-competition agreement, or any restrictive covenant to a wholeformer employer relating to the right of any such employee to be employed by the Company or any of its Subsidiaries or the JV because of the nature of the business conducted or presently proposed to be conducted by the Company or any of its Subsidiaries or to the use of trade secrets or proprietary information of others.

Labor. Except as set forth in Section 2.12(k(a) Neither the Company nor any Company Subsidiary is a party to or otherwise bound by any labor or collectively bargaining agreement or contract, agreement or understanding with any labor union and no labor union has requested, sought or attempted to represent any employees, representatives or agents of the Company Disclosure Scheduleor any Company Subsidiary. There is no existing, threatened or pending strike, work slowdown, lockout or other similar labor disputes involving any of the Company or the Company Subsidiaries and neither the Company nor any of its the Company Subsidiaries is presently a party to, bound by or has a duty experienced any such labor controversy for the period commencing three (3) years prior to bargain for, any collective bargaining agreement, trade union agreement, work council, employee representative agreement, union contract, or information or consultation agreement, other than national or industry-wide agreements, with respect to employees and no collective bargaining agreement is being negotiated by Company or any the date of its Subsidiariesthis Agreement. Except as set forth in Section 2.12(kSchedule 4.10(a) of the Company Disclosure Schedule, to the Knowledge of Company, there are no activities Schedules or proceedings of any labor union to organize any employees of Company or any of its Subsidiaries. There has would not been any labor dispute, strike or work stoppage against Company or any of its Subsidiaries or, to the Knowledge of Company, threatened or reasonably anticipated that would reasonably be expected to materially interfere with the business activities of Company and its Subsidiaries, taken as a whole. None of Company, any of its Subsidiaries or any of their respective representatives or employees has committed any unfair labor practice in connection with the operation of the respective businesses of Company or any of its Subsidiaries, excepthave, individually or in the aggregate, a Company Material Adverse Effect, each of the Company and the Company Subsidiaries has, for the period commencing three (3) years prior to the date of this Agreement, complied with all applicable Law relating to employment, including but not limited to those related to wage, working time, overtime payment, the payment and withholding of Taxes and other sums as required by the appropriate Governmental Entity, health and safety, intern and labor agent, in all material respects; and there is no existing, threatened or pending dispute involving any of the Company or the Company Subsidiaries nor has not had any such dispute arisen for the period commencing three (3) years prior to the date of this Agreement and as the Company has no Knowledge of any circumstance which might give rise to any such dispute that would not reasonably be expected to have a Material Adverse Effect on Company and its Subsidiaries, taken as a whole. There are no actions, suits, claims, labor disputes or grievances pending, or, to the Knowledge of Company, threatened or reasonably anticipated relating to any labor, safety or discrimination matters involving any employee, including charges of unfair labor practices or discrimination complaints, that, if adversely determined, wouldhave, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect on Effect. Except as set forth in Schedule 4.10(a) of the Disclosure Schedules, each of the employees of the Company and its Subsidiaries, taken as the Company Subsidiaries is subject to a whole. Neither written employment agreement with the Company nor any of its Subsidiaries have incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or any similar state or local law that remains unsatisfied and that is material to applicable Company Subsidiary in full compliance with applicable Law. (b) The Company and its Subsidiarieseach Company Subsidiary have completed the social insurance registration with the competent labor and social security authorities. The Company and each Company Subsidiary have, taken as a wholefor the period commencing three (3) years prior to the date of this Agreement, paid the contributions in full for the statutory social insurance and housing funds for all of their employees with whom the Company and each Company Subsidiary have entered into employment Contracts.

Labor. Except as set forth in Section 2.12(k(a) of the Company Disclosure Schedule, neither Company nor any of its Subsidiaries Seller is presently not a party to, bound by to any labor or has a duty to bargain for, any collective bargaining agreement, trade union agreement, work council, employee representative agreement, union contract, or information or consultation agreement, other than national or industry-wide agreements, with respect to employees and no collective bargaining agreement is being negotiated by Company or any of its Subsidiaries. Except as set forth in Section 2.12(k) of the Company Disclosure Schedule, to the Knowledge of Company, and there are no activities labor or proceedings collective bargaining agreements which pertain to employees of Seller. (b) No employees of Seller are represented by any labor union to organize any organization. No labor organization or group of employees of Company Seller has made a pending demand for recognition, and there are no representation proceedings or any of its Subsidiaries. There has not been any labor dispute, strike or work stoppage against Company or any of its Subsidiaries petitions seeking a representation proceeding presently pending or, to the Knowledge of CompanySeller, threatened to be brought or reasonably anticipated that would reasonably be expected to materially interfere filed, with the business activities of Company and its Subsidiaries, taken as a whole. None of Company, any of its Subsidiaries National Labor Relations Board or any of their respective representatives or employees has committed any unfair other labor practice in connection with the operation of the respective businesses of Company or any of its Subsidiaries, except, individually or in the aggregate, as has not had and as would not reasonably be expected to have a Material Adverse Effect on Company and its Subsidiaries, taken as a wholerelations tribunal. There are is no actions, suits, claims, labor disputes or grievances pending, organizing activity involving Seller pending or, to the Knowledge of CompanySeller, threatened by any labor organization or reasonably anticipated group of employees of Seller. (c) There are no (i) strikes, work stoppages, slowdowns, lockouts or arbitrations or (ii) material grievances or other labor disputes pending or, to the Knowledge of Seller, threatened against or involving Seller. There are no unfair labor practice charges, grievances or complaints pending or, to the Knowledge of Seller, threatened by or on behalf of any employee or group of employees of Seller. (d) There are no complaints, charges or claims against Seller pending or, to the Knowledge of Seller, threatened which could be brought or filed, with any public or Governmental Body based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment by Seller, of any individual. (e) Seller is in compliance in all material respects with all Laws and Orders relating to the employment of labor, safety or discrimination matters involving any employeeincluding all such Laws and orders relating to wages, including charges of unfair labor practices or discrimination complaintshours, that, if adversely determined, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Company and its Subsidiaries, taken as a whole. Neither Company nor any of its Subsidiaries have incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or and any similar state state, local or local law that remains unsatisfied foreign “plant closing” Law (“WARN”), collective bargaining, discrimination, civil rights, safety and that is material health, worker’s compensation, payment of overtime wages and the collection and payment of withholding and/or social security taxes and any similar tax. (f) There has been no “mass layoff” or “plant closing” as defined by WARN with respect to Company and its Subsidiaries, taken as a wholeSeller within the six (6) months prior to making this representation.