Common use of Labor Clause in Contracts

Labor. Neither the Company nor any of its Subsidiaries is presently a party to, or bound by, any collective bargaining agreement, trade union agreement, 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 the Company or any of its Subsidiaries. To the Knowledge of the Company, there are no activities or proceedings of any labor union to organize any employees of the Company or any of its Subsidiaries. There 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 which would reasonably be expected to materially interfere with the business activities of the Company and its Subsidiaries, taken as a whole. The Company is not required to obtain any opinion or consent from any works council or other employee representative in connection with the execution of this Agreement or any transaction contemplated hereby. None of the 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 the Company or any of its Subsidiaries, except, individually or in the aggregate, as has not had and would not reasonably be expected to have a Material Adverse Effect on the 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 employee, including charges of unfair labor practices or discrimination complaints, which, if adversely determined, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole. Neither 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 which remains unsatisfied that is material to the Company and its Subsidiaries, taken as a whole.

Labor. Neither 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 bound byhas a duty to bargain for, any collective bargaining agreement, trade union agreement, works 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 the Company or any of its Subsidiaries. To Except as set forth in Section 2.12(k) of the Company Disclosure Schedule, to the Knowledge of the Company, there are no activities or proceedings of any labor union to organize any employees of the Company or any of its Subsidiaries. There is no has not been any 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 which that would reasonably be expected to materially interfere with the business activities of the Company and its Subsidiaries, taken as a whole. The Company is not required to obtain any opinion or consent from any works council or other employee representative in connection with the execution of this Agreement or any transaction contemplated hereby. None of the 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 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 the 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 employee, including charges of unfair labor practices or discrimination complaints, whichthat, if adversely determined, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole. Neither 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 which that remains unsatisfied and that is material to the Company and its Subsidiaries, taken as a whole.

Labor. Neither the Company Parent nor any of its Subsidiaries is presently a party to, or bound by, or has a duty to bargain for, any collective bargaining agreement, trade union agreement, works 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 the Company Parent or any of its Subsidiaries. To the Knowledge of the CompanyParent, there are no activities or proceedings of any labor union to organize any employees of the Company Parent or any of its Subsidiaries. There is no has not been any labor dispute, strike or work stoppage against the Company Parent or any of its Subsidiaries pending or, to the Knowledge of the CompanyParent, threatened or reasonably anticipated which that would reasonably be expected to materially interfere with the business activities of the Company Parent and its Subsidiaries, taken as a whole. The Company is not required to obtain any opinion or consent from any works council or other employee representative in connection with the execution of this Agreement or any transaction contemplated hereby. None of the CompanyParent, 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 the Company Parent 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 the Company Parent and its Subsidiaries, taken as a whole. There are no actions, suits, claims, labor disputes or grievances pending, or, to the Knowledge of the CompanyParent, threatened or reasonably anticipated relating to any labor, safety or discrimination matters involving any employee, including charges of unfair labor practices or discrimination complaints, whichthat, if adversely determined, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company Parent and its Subsidiaries, taken as a whole. Neither the Company Parent 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 which that remains unsatisfied and that is material to the Company Parent and its Subsidiaries, taken as a whole.

Labor. Neither The Company is not presently, nor has it been in the Company nor any of its Subsidiaries is presently past, a party to, or bound by, any collective bargaining agreement, trade agreement or union agreement, works 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. To the Knowledge of the Company, there are no activities or proceedings of any labor union to organize any employees of the Company or any of its SubsidiariesEmployees. There 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 which would reasonably be expected to may materially interfere with the respective business activities of the Company and or any of its Subsidiaries, taken as a whole. The Company is not required to obtain any opinion or consent from any works council or other employee representative in connection with the execution of this Agreement or any transaction contemplated hereby. 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 would not reasonably be expected to have a Material Adverse Effect on the 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, which, 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 which remains unsatisfied that is material to the Company and its Subsidiaries, taken as a wholeunsatisfied.

Labor. Neither the Company nor any of its Subsidiaries is presently a party toNo work stoppage, slowdown, lockout or bound by, any collective bargaining agreement, trade union agreement, 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 the Company or any of its Subsidiaries. To the Knowledge of the Company, there are no activities or proceedings of any labor union to organize any employees of the Company or any of its Subsidiaries. There is no labor dispute, strike or work stoppage against the Company or any of its Subsidiaries is current or pending or, to the Knowledge of the Company, threatened nor has there been any such occurrence for the past five years. The Company has no Knowledge of any activities or reasonably anticipated which would reasonably be expected proceedings of any labor union to materially interfere with the business organize any Employees or of any activities or proceedings to recognize any trade union or similar body. Except as set forth in Section 2.10 of the Company and its SubsidiariesDisclosure Letter, taken as a whole. The Company is not required to obtain any opinion or consent from any works council or other employee representative in connection with the execution of this Agreement or any transaction contemplated hereby. None of the 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 the Company or any of its Subsidiaries, except, individually or in the aggregate, as has not had and would not reasonably be expected to have a Material Adverse Effect on the 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, which, 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 which that remains unsatisfied that is material unsatisfied, and no terminations prior to the Closing Date shall result in unsatisfied liability or obligation under WARN or any similar state or local law. No employee of the Company and or any of its SubsidiariesSubsidiaries has experienced an employment loss, taken as defined by the WARN Act or any similar applicable state or local law requiring notice to employees in the event of a wholeclosing or layoff, within ninety days prior to the date of this Agreement.

Labor. Neither The Company is not presently, nor has it been in the Company nor any of its Subsidiaries is presently past, a party to, or bound by, any collective bargaining agreement, trade agreement or union agreement, works 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. To the Knowledge of the Company, there are no activities or proceedings of any labor union to organize any employees of the Company or any of its SubsidiariesEmployees. There 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 which would reasonably be expected to may materially interfere with the respective business activities of the Company and or any of its Subsidiaries, taken as a whole. The Company is not required to obtain any opinion or consent from any works council or other employee representative in connection with the execution of this Agreement or any transaction contemplated hereby. 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 would not reasonably be expected to have a Material Adverse Effect on the 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, which, 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 which remains unsatisfied that is material to the Company and its Subsidiaries, taken as a wholeunsatisfied.

Labor. Neither the No work stoppage or labor strike against Company nor or any of its Subsidiaries is presently a party topending, threatened or bound by, to the Sellers’ Knowledge reasonably anticipated. The Seller does not know of any collective bargaining agreement, trade union agreement, 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 the Company or any of its Subsidiaries. To the Knowledge of the Company, there are no activities or proceedings of any labor union to organize any employees Employees of the Company or any of its Subsidiaries. There is no labor dispute, strike or work stoppage against Subsidiaries that has occurred during the Company or any of its Subsidiaries pending or, to the Knowledge of the Company, threatened or reasonably anticipated which would reasonably be expected to materially interfere with the business activities of the Company and its Subsidiaries, taken as a whole. The Company is not required to obtain any opinion or consent from any works council or other employee representative in connection with the execution of this Agreement or any transaction contemplated hereby. None of the 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 the Company or any of its Subsidiaries, except, individually or in the aggregate, as has not had and would not reasonably be expected to have a Material Adverse Effect on the Company and its Subsidiaries, taken as a wholeprior three years. There are no actions, suits, claims, labor disputes or grievances pending, or, to the Knowledge of the CompanySellers’ Knowledge, threatened or reasonably anticipated relating to any labor, safety or discrimination matters involving any employeeEmployee of the Company or any of its Subsidiaries, including including, without limitation, charges of unfair labor practices or discrimination complaints, which, if adversely determined, would, individually or in the aggregate, reasonably be expected result in any material Liability to have a Material Adverse Effect on the Company and or any of its Subsidiaries, taken as a whole. Neither the Company nor any of its Subsidiaries have incurred engaged in any liability or obligation under unfair labor practices within the Worker Adjustment and Retraining Notification Act meaning of the Swedish law on Workers’ Protection “Lag om anställningsskydd (1982:80), or any similar state or local comparable law in any other jurisdiction in which remains unsatisfied that is material to the Company or any such Subsidiary does business. Neither the Company nor any of its Subsidiaries have presently, nor have they been in the past, a party to, or bound by, any collective bargaining agreement or union contract with respect to Employees and no collective bargaining agreement is being negotiated by Company or any such Subsidiary. During the ninety (90) day period prior to Closing, neither the Company or any of its SubsidiariesSubsidiaries have (i) temporarily or permanently closed or shut down any single site of employment or any facility or any operating unit, taken as department or service within a wholesingle site of employment; or (ii) implemented a mass layoff or effectuated a sufficient number of losses of employment.

Labor. Neither As of the Company nor any of its Subsidiaries date hereof, there is presently a party tono labor strike or lockout, or bound byor, any collective bargaining agreement, trade union agreement, 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 the Company or any of its Subsidiaries. To the Knowledge knowledge of the Company, there are no activities or proceedings of any labor union to organize any employees of the Company or any of its Subsidiaries. There is no labor disputethreat thereof, strike or work stoppage against the Company or any of its Subsidiaries pending orCompany Subsidiary, to the Knowledge of the Company, threatened or reasonably anticipated which would reasonably be expected to materially interfere with the business activities of the Company and its Subsidiaries, taken as a whole. The Company is not required to obtain any opinion or consent from any works council or other employee representative in connection with the execution of this Agreement or any transaction contemplated hereby. None of the 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 the Company or any of its Subsidiaries, exceptexcept as, individually or in the aggregate, as has not had and would not reasonably be expected to have a Company Material Adverse Effect on Effect. As of the date hereof, (a) the Company and its Subsidiariesor any Company Subsidiary is not a party to, taken as a whole. There are or bound by, any collective bargaining agreement or similar agreement or arrangement with any labor union, (b) no actions, suits, claimsdemand for recognition of any current or former employees of the Company or any Company Subsidiary has been made by or on behalf of any labor union, labor disputes organization or grievances pendingworks council in the past two (2) years, or(c) no petition has been filed or material proceeding been instituted by any current or former employee of the Company or any Company Subsidiary with any labor relations board or commission seeking recognition of a collective bargaining representative in the past two (2) years, (d) to the Knowledge knowledge of the Company, threatened or reasonably anticipated relating no material union organizing activities are ongoing with respect to any laboremployee of the Company or any Company Subsidiary, safety and (e) neither the Company nor any Company Subsidiary is the subject of any material proceeding asserting that the Company or discrimination matters involving any employee, including charges of Company Subsidiary has committed an unfair labor practices practice or discrimination complaints, which, if adversely determined, wouldseeking it to compel to bargain with any labor union or labor organization. Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect on Effect, (i) there is no pending charge or complaint against the Company or any Company Subsidiary by the National Labor Relations Board or any comparable Governmental Entity, (ii) none of the Company or any Company Subsidiary is a party, or otherwise bound by, any consent decree with or citation by, any Governmental Entity relating to employees or employment practices, (iii) the Company and its Subsidiariesall Company Subsidiaries have complied with all Laws regarding employment and employment practices (including anti-discrimination), taken as a whole. Neither terms and conditions of employment and wages and hours (including classification of employees and equitable pay practices) and other Laws in respect of any reduction in force (including notice, information and consultation requirements), and no claims relating to non-compliance with the foregoing are pending or, to the knowledge of the Company, threatened, and (iv) there are no outstanding assessments, penalties, fines, Liens, charges, or surcharges that are due or owing by the Company nor or a Company Subsidiary pursuant to any of its Subsidiaries have incurred any liability or obligation under the Worker Adjustment workplace safety and Retraining Notification Act or any similar state or local law which remains unsatisfied that is material to the Company and its Subsidiaries, taken as a wholeinsurance/worker’s compensation Law.

Labor. Neither Except as set forth in Section 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, or otherwise bound by, or the subject of any collective bargaining agreement, trade union agreement, works council, employee representative agreement, union contract, or information or consultation agreement, other than national or industry-wide agreements, consent decree with respect any Governmental Entity relating to employees and no collective bargaining agreement is being negotiated by the or employment practices; (f) neither Company or any of its Subsidiaries. To the Knowledge of the Company, there are no activities or proceedings of any labor union to organize any employees of the Company or any of its Subsidiaries. There is no labor dispute, strike or work stoppage against the Company or nor any of its Subsidiaries pending orhas effectuated a “plant closing” or “mass layoff” since January 1, to the Knowledge of the Company, threatened 2006 that gave rise or reasonably anticipated which 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 the 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. The Company is not required to obtain any opinion or consent from any works council or other employee representative in connection with the execution of this Agreement or any transaction contemplated hereby. None of the 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 the Company or any of its Subsidiaries, except, individually or in the aggregate, as has not had and than non-compliance which would not reasonably be expected to have a Material Adverse Effect on the 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 the 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, which, if adversely determined, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole. Neither 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 which remains unsatisfied that is material to the Company and its Subsidiaries, taken as a wholeemployment.

Labor. No strike, labor dispute, slowdown, concerted refusal to work overtime, or work stoppage against the Company or any of its Subsidiaries has occurred in the past, is pending, or to the Knowledge of the Company, threatened, or reasonably anticipated. There are no activities or Legal Proceedings pending by any labor union to organize any current employees and, to the Knowledge of the Company, no union campaign is being conducted to solicit cards from employees to authorize a union to request a National Labor Relations Board certifications election with respect to any Company or Subsidiary employees or certification pursuant to any other applicable Laws. To the Knowledge of the Company, there have never been any activities or proceedings of any labor union to organize any workers. There are no Legal Proceedings or labor disputes or grievances pending or, to the Knowledge of the Company, threatened relating to any labor or employee matters involving any current Company Service Provider, including charges of unfair labor practices. Neither the Company nor any of its Subsidiaries have engaged in any unfair labor practices within the meaning of the National Labor Relations Act or other applicable Laws, and neither the Company nor any of its Subsidiaries have received any correspondence, charges, complaints, notices or orders from the National Labor Relations Board or any state or provincial labor relations agency or any labor organization during the period from the date four years prior to the Agreement Date, and there are no arbitration opinions interpreting and enforcing any labor agreement to which the Company or any of its Subsidiaries is a party, or by which the Company or any of its Subsidiaries is bound. Neither the Company nor any of its Subsidiaries is presently presently, nor has been in the past, a party to, or bound by, any collective bargaining agreement, trade union agreement, works council, employee representative agreement, union labor contract, or information arrangement or consultation agreement, other than national or industry-wide agreements, union contract with respect to employees current or former Company Service Providers, and no collective bargaining agreement is being negotiated by the Company or any of its Subsidiaries. To the Knowledge of the Company, there are no activities or proceedings of any labor union to organize any employees of the Company or any of its Subsidiaries. There 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 which would reasonably be expected to materially interfere with the business activities of the Company and its Subsidiaries, taken as a whole. The Company is not required to obtain any opinion or consent from any works council or other employee representative in connection with the execution of this Agreement or any transaction contemplated hereby. None of the 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 the Company or any of its Subsidiaries, except, individually or in the aggregate, as has not had and would not reasonably be expected to have a Material Adverse Effect on the 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 employee, including charges of unfair labor practices or discrimination complaints, which, if adversely determined, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole. Neither the Company nor any of its Subsidiaries have incurred has any liability duty to bargain with any labor organization or obligation under the Worker Adjustment and Retraining Notification Act or any similar state or local law which remains unsatisfied that is material to the Company and its Subsidiaries, taken as a wholeworks council.

Labor. There is no labor organization trade or labor union, council of trade union, employees’ association, works council, employee bargaining agency, affiliated bargaining agent or similar organization (each a “Labor Organization”) representing, purporting to represent or, to the Knowledge of the Company, seeking to represent any Employees of the Company or of any Subsidiary of the Company. Neither the Company nor any Subsidiary of its Subsidiaries is presently a party tothe Company has experienced any labor dispute, strike, slowdown, work stoppage, boycott, picketing, lockout, job action, or bound by, threat of any collective bargaining agreement, trade union agreement, works council, employee representative agreement, union contractof the foregoing, or information union organizing activity (of unrepresented Employees) or consultation agreementquestion concerning representation, other than national by or industry-wide agreements, with respect to employees and no collective bargaining agreement is being negotiated by the Company or any of its SubsidiariesEmployees. To the Knowledge of the Company, there are no activities is not currently pending or proceedings of any labor union to organize any employees of the Company or any of its Subsidiaries. There is no labor dispute, strike or work stoppage threatened against the Company or any Subsidiary of its Subsidiaries pending orthe Company any: (i) labor dispute, to strike, slowdown, work stoppage, boycott, picketing, lockout, job action, labor dispute; (ii) unfair labor practice charge or complaint before the Knowledge National Labor Relations Board or any other Governmental Entity; (iii) request, application or demand by any Labor Organization for recognition as the collective bargaining representative of any Employees of the Company or of any Subsidiary of the Company, threatened or reasonably anticipated which would reasonably be expected to materially interfere with the business activities union organizing activity (of the Company and its Subsidiaries, taken as a whole. The Company is not required to obtain unrepresented Employees); (iv) representation petition or question concerning representation regarding any opinion or consent from any works council or other employee representative in connection with the execution of this Agreement or any transaction contemplated hereby. None of the 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 Employees of the Company or of any Subsidiary of its Subsidiariesthe Company; (v) Legal Proceeding, except, individually or in the aggregate, as has not had and would not reasonably be expected to have a Material Adverse Effect on the 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 labor matters involving any employeecurrent Employee, including charges of unfair labor practices or discrimination complaints, which, if adversely determined, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company and its Subsidiaries, taken as a wholepractices. Neither None of the Company nor any Subsidiary of its Subsidiaries the Company is presently, nor has been in the past, a party to, or bound by, or obligated to negotiate, any collective bargaining agreement or other contract with a Labor Organization representing any of the Employees of the Company or of any Subsidiary of the Company (collectively, “Labor Agreements”), nor is any such Labor Agreement presently being negotiated, nor is there any duty on the part of the Company or any Subsidiary of the Company to bargain with any Labor Organization or representative for any Labor Agreement. None of the Company nor any Subsidiary of the Company has engaged in any unfair labor practice within the meaning of the National Labor Relations Act or other similar legislation, and none of the Company nor any Subsidiary of the Company has received any correspondence, charges, complaints, notices or orders from the National Labor Relations Board, any Governmental Authority or any state labor relations agency or any Labor Organization, and there are no arbitration opinions interpreting and enforcing any Labor Agreement to which the Company or any Subsidiary of the Company is a party, or by which the Company or any Subsidiary of the Company is bound. No person has applied to have the Company or any Subsidiary of the Company declared a common or related employer pursuant to applicable Law. None of the Company nor any Subsidiary of the Company has taken any action that constituted a “plant closing” or “mass layoff” within the meaning of the WARN Act, issued any notification of a plant closing or mass layoff required by the WARN Act, or incurred any liability or obligation under the Worker Adjustment and Retraining Notification WARN Act that remains unsatisfied, including as a result of the COVID-19 pandemic or any similar state Law, Order, directive, guidelines or local law which remains unsatisfied that is material recommendations by any Governmental Entity. No terminations prior to the Company and its SubsidiariesClosing (not associated with this Agreement or the transactions thereby) would trigger any notice requirement or other obligations under the WARN Act. No material reduction in salary or wages or employee layoff, taken facility closure or shutdown, reduction-in-force, furlough, temporary layoff, or material work schedule change or reduction in hours that could reasonably be expected to trigger any notice requirement under the WARN Act, has occurred within the past six months or is currently contemplated, planned or announced, including as a wholeresult of the COVID-19 pandemic or any Law, Order, directive, guidelines or recommendations by any Governmental Entity.

Labor. Neither the Company nor any of its Subsidiaries is presently a party to, to or bound by, by any collective bargaining agreementagreement or similar agreement with any labor organization or other representative of any Company Employees, trade union agreement, 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 nor is any such agreement is being negotiated by the Company or any of its Subsidiaries. To the Knowledge Subsidiaries as of the Companydate hereof. As of the date hereof, there are no activities material labor strikes, material work stoppages, slowdowns, lockouts or proceedings of any similar material labor union to organize any employees of the Company or any of its Subsidiaries. There is no labor dispute, strike or work stoppage against the Company or any of its Subsidiaries disputes pending or, to the Knowledge of the Company, threatened or reasonably anticipated which would reasonably be expected to materially interfere with the business activities of the Company and its Subsidiaries, taken as a whole. The Company is not required to obtain any opinion or consent from any works council or other employee representative in connection with the execution of this Agreement or any transaction contemplated hereby. None of the 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 against the Company or any of its Subsidiaries. Except as has not had, exceptor would not reasonably be expected to have, individually or in the aggregate, as has not had and 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(ii) to the Knowledge of the Company, claimsunion organizing efforts regarding any Company Employees or (iii) liabilities or obligations under the Worker Adjustment and Retraining Notification Act and the regulations promulgated thereunder or any similar state or local Law that remain unsatisfied. As of the date of this Agreement, labor disputes or grievances pending, there are no pending or, to the Knowledge of the Company, threatened actions or reasonably anticipated proceedings against the Company or any of its Subsidiaries relating to any laborcurrent or former employees or labor or employment practices, safety except as has not had, or discrimination matters involving any employee, including charges of unfair labor practices or discrimination complaints, which, if adversely determined, wouldwould not reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Effect. Notwithstanding any other provisions of this Agreement to the contrary, the representations and 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 its Subsidiaries, taken as a whole. Neither employment matters and no other representation or warranty of the Company nor contained herein shall be construed to relate to labor and employment matters (including their compliance with 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 which remains unsatisfied that is material to the Company and its Subsidiaries, taken as a wholeapplicable Law).

Labor. Neither the Company LTX nor any of its it Subsidiaries is presently a party to, or bound by, any collective bargaining agreement, trade union agreement, works 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 the Company LTX or any of its Subsidiaries. To the Knowledge of the CompanyLTX, there are no activities or proceedings of any labor union to organize any employees of the Company LTX or any of its Subsidiaries. There is no labor dispute, strike or work stoppage against the Company LTX or any of its Subsidiaries pending or, to the Knowledge of the CompanyLTX, threatened or reasonably anticipated which would reasonably be expected to materially interfere with the business activities of the Company LTX and its Subsidiaries, taken as a whole. The Company is not required to obtain any opinion or consent from any works council or other employee representative in connection with the execution of this Agreement or any transaction contemplated hereby. None of the CompanyLTX, 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 the Company LTX 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 the Company LTX and its Subsidiaries, taken as a whole. There are no actions, suits, claims, labor disputes or grievances pending, or, to the Knowledge of the CompanyLTX, threatened or reasonably anticipated relating to any labor, safety or discrimination matters involving any employee, including charges of unfair labor practices or discrimination complaints, which, if adversely determined, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company LTX and its Subsidiaries, taken as a whole. Neither the Company LTX 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 which remains unsatisfied that is material to the Company LTX and its Subsidiaries, taken as a whole.

Labor. Neither the Company LTX-Credence nor any of its Subsidiaries is presently a party to, or bound by, any collective bargaining agreement, trade union agreement, 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 the Company LTX-Credence or any of its Subsidiaries. To the Knowledge of the CompanyLTX-Credence, there are no activities or proceedings of any labor union to organize any employees of the Company LTX-Credence or any of its Subsidiaries. There is no labor dispute, strike or work stoppage against the Company LTX-Credence or any of its Subsidiaries pending or, to the Knowledge of the CompanyLTX-Credence, threatened or reasonably anticipated which would reasonably be expected to materially interfere with the business activities of the Company LTX-Credence and its Subsidiaries, taken as a whole. The Company is not required to obtain any opinion or consent from any works council or other employee representative in connection with the execution of this Agreement or any transaction contemplated hereby. None of the 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 the Company LTX-Credence or any of its Subsidiaries, except, individually or in the aggregate, as has not had and would not reasonably be expected to have a Material Adverse Effect on the 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 the 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, which, if adversely determined, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company LTX-Credence and its Subsidiaries, taken as a whole. Neither the 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 which remains unsatisfied that is material to the Company LTX-Credence and its Subsidiaries, taken as a whole.

Labor. (a) Schedule 3.15(a) sets forth a list of each of the employees of the Company and 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, 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, or bound by, has recognized any labor organization nor has any labor organization been elected as the collective bargaining agreementagent of any Employees, trade union agreement, 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 nor has the Company or any of its SubsidiariesSubsidiaries entered into any collective bargaining agreement or union contract recognizing any labor organization as the bargaining agent of any Employees. To There is no union organization activity involving any of the Employees pending or, to the Knowledge of the Company, threatened, nor has there ever been union representation involving any of the Employees. There are no activities strikes, slowdowns or proceedings of any labor union work stoppages pending or, to organize any employees the Knowledge of the Company or any of its SubsidiariesCompany, threatened. There is are no labor disputecomplaints, strike petitions, proceedings, charges or work stoppage 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 which would reasonably be expected to materially interfere filed with the business activities of the Company and its Subsidiariesany Governmental Body based on, taken as a whole. The Company is not required to obtain any opinion or consent from any works council or other employee representative arising out of, in connection with with, or otherwise relating to the execution employment or termination of this Agreement employment of, or any transaction contemplated hereby. None of the 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 failure by the Company or any of its SubsidiariesSubsidiaries to employ, exceptany individual, individually or in the aggregate, except as has not had and would not reasonably be expected to have a Material Adverse Effect on the 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 employee, including charges of unfair labor practices or discrimination complaints, which, if adversely determined, wouldnot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Effect. The Company and each of its Subsidiaries is in material compliance with all Laws relating to the employment of labor, 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 defined by WARN with respect to the Company and its Subsidiaries, taken as a whole. Neither the Company nor or any of its Subsidiaries have incurred any liability or obligation under within the Worker Adjustment and Retraining Notification Act or any similar state or local law which remains unsatisfied that is material to the Company and its Subsidiaries, taken as a wholeprevious six months.

Labor. Neither the Company Credence nor any of its Subsidiaries is presently a party to, or bound by, any collective bargaining agreement, trade union agreement, 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 the Company Credence or any of its Subsidiaries. To the Knowledge of the CompanyCredence, there are no activities or proceedings of any labor union to organize any employees of the Company Credence or any of its Subsidiaries. There is no labor dispute, strike or work stoppage against the Company Credence or any of its Subsidiaries pending or, to the Knowledge of the CompanyCredence, threatened or reasonably anticipated which would reasonably be expected to materially interfere with the business activities of the Company Credence and its Subsidiaries, taken as a whole. The Company is not required to obtain any opinion or consent from any works council or other employee representative in connection with the execution of this Agreement or any transaction contemplated hereby. None of the CompanyCredence, 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 the Company Credence or any of its Subsidiaries, except, individually or in the aggregate, as has not had and would not reasonably be expected to have a Material Adverse Effect on the Company Credence and its Subsidiaries, taken as a whole. There are no actions, suits, claims, labor disputes or grievances pending, or, to the Knowledge of the CompanyCredence, threatened or reasonably anticipated relating to any labor, safety or discrimination matters involving any employee, including charges of unfair labor practices or discrimination complaints, which, if adversely determined, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company Credence and its Subsidiaries, taken as a whole. Neither the Company 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 which remains unsatisfied that is material to the Company Credence and its Subsidiaries, taken as a whole.

Labor. Neither the Company nor any of its Subsidiaries is presently a party to, subject to, or bound by, any collective bargaining agreementagreement or other agreement with any labor organization, work council or trade union with respect to any of its or their operations, and there are no labor organizations, works councils, trade unions or other organizations representing, purporting to represent or attempting to represent any employee of the Company or any of its Subsidiaries and there no organizing activities, petitions or other union activities or campaigns of or by any labor organization, trade union agreement, 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 work council directed at the Company or any of its Subsidiaries, or any Company Employees. To No controversy, strike, slowdown, picketing, work stoppage, concerted refusal to work overtime or other similar labor activity is pending, threatened or, to the Knowledge knowledge of the Company, there are no activities or proceedings of is anticipated with respect to any labor union to organize any employees of the Company or any of its Subsidiaries. There 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 which would reasonably be expected to materially interfere with the business activities of the Company and its Subsidiaries, taken as a whole. The Company is not required to obtain any opinion or consent from any works council or other employee representative in connection with the execution of this Agreement or any transaction contemplated hereby. None of the 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 the Company or any of its Subsidiaries, except, individually or in the aggregate, as has not had and would not reasonably be expected to have a Material Adverse Effect on neither the Company and its Subsidiariesnor any Company Subsidiary has experienced any such controversy, taken as a wholestrike, slowdown, picketing, work stoppage or similar labor activity within the past six years. There As of the date hereof, there are no actionsLegal Actions, 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 including, but not limited to, 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 complaints, which, if adversely determined, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company and its Subsidiaries, taken as a wholeother alleged violations of Law. Neither the Company nor any Subsidiary is a party to, or otherwise bound by, any consent decree with any Governmental Entity relating to Company Employees or employment practices. The Company and its Subsidiaries are not required to have, and do not have, any affirmative action plans or programs. To the Knowledge of the Company, no employees of the Company or any of its Subsidiaries have incurred are in any liability or obligation under the Worker Adjustment and Retraining Notification Act material respect in violation of any term of any employment Contract, non-disclosure agreement, non-competition agreement, or any similar state or local law which remains unsatisfied that is material restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company and or any of its Subsidiaries, taken as a wholeSubsidiaries 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. Neither the Company Verigy nor any of its Subsidiaries is presently a party to, or bound by, any collective bargaining agreement, trade union agreement, 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 the Company Verigy or any of its Subsidiaries. To the Knowledge of the CompanyVerigy, there are no activities or proceedings of any labor union to organize any employees of the Company Verigy or any of its Subsidiaries. There is no labor dispute, strike or work stoppage against the Company Verigy or any of its Subsidiaries pending or, to the Knowledge of the CompanyVerigy, threatened or reasonably anticipated which would reasonably be expected to materially interfere with the business activities of the Company Verigy and its Subsidiaries, taken as a whole. The Company is not required to obtain any opinion or consent from any works council or other employee representative in connection with the execution of this Agreement or any transaction contemplated hereby. None of the CompanyVerigy, 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 the Company Verigy or any of its Subsidiaries, except, individually or in the aggregate, as has not had and would not reasonably be expected to have a Material Adverse Effect on the Company Verigy and its Subsidiaries, taken as a whole. There are no actions, suits, claims, labor disputes or grievances pending, or, to the Knowledge of the CompanyVerigy, threatened or reasonably anticipated relating to any labor, safety or discrimination matters involving any employee, including charges of unfair labor practices or discrimination complaints, which, if adversely determined, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company Verigy and its Subsidiaries, taken as a whole. Neither the Company Verigy 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 which remains unsatisfied that is material to the Company Verigy and its Subsidiaries, taken as a whole.

Labor. Neither Except as set forth in Section 4.13 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries Subsidiary is presently a party to, or bound by, to any collective bargaining agreementagreement or similar agreement with any labor organization or other representative of any Company Employees, trade union agreement, 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 nor is any such agreement is being negotiated by the Company or any of its Subsidiaries. To the Knowledge as of the Companydate hereof. As of the date hereof, there are no activities material strikes, material work stoppages, slowdowns, lockouts or proceedings of any similar material labor union to organize any employees of the Company or any of its Subsidiaries. There is no labor dispute, strike or work stoppage against the Company or any of its Subsidiaries disputes pending or, to the Knowledge of the Company, threatened or reasonably anticipated which would reasonably be expected to materially interfere with the business activities of the Company and its Subsidiaries, taken as a whole. The Company is not required to obtain any opinion or consent from any works council or other employee representative in connection with the execution of this Agreement or any transaction contemplated hereby. None of the 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 writing against the Company or any of its Subsidiaries, except. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, there are no (a) unfair labor practice complaints pending against the Company or any Subsidiary before the National Labor Relations Board or any other labor relations tribunal or authority, (b) to the Knowledge of the Company, union organizing efforts regarding any Company Employees, or (c) liabilities or obligations under the Worker Adjustment and Retraining Notification Act and the regulations promulgated thereunder or any similar state or local Law that remain unsatisfied. Except as has not had and would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect on Effect, as of the Company and its Subsidiariesdate of this Agreement, 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 actions or reasonably anticipated proceedings relating to any labor, safety employees or discrimination matters involving any employee, including charges employment practices. Except for such instances of unfair labor practices or discrimination complaints, which, if adversely determined, would, individually or in the aggregate, reasonably be expected to noncompliance as would not have a Material Adverse Effect Effect, each of the Company and its Subsidiaries is, and has been during the past three (3) years, in compliance in all respects with all federal, state, local and foreign Laws regarding labor, employment and employment practices. To the Knowledge of the Company, each employee, officer, director and consultant of the Company and any of its Subsidiaries has all work permits, immigration permits, visas, or other authorizations required by applicable Law for such service provider given the duties and nature of such service provider’s services. To the Knowledge of the Company, a properly completed Form I-9 is on file with respect to each employee of the Company and its Subsidiaries. To the Knowledge of the Company, taken except as a whole. Neither otherwise provided in the SEC Reports prior to the date of this Agreement, no senior employee of the Company nor or 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 which remains unsatisfied that is material has given written notice to the Company and or any of its Subsidiaries, taken as a wholeSubsidiaries that such employee intends to terminate his or her employment.