Common use of Labor Clause in Contracts

Labor. (a) Except as set forth on Company Disclosure Schedule 4.15(a) (the “Labor Contracts”), the Company is not a party to any labor or collective bargaining agreement and there are no labor or collective bargaining agreements which pertain to Employees of the Company. The Company has delivered or otherwise made available to Purchaser true, correct and complete copies of the labor or collective bargaining agreements listed on Company Disclosure Schedule 4.15(a), together with all amendments, modifications or supplements thereto. (b) Except as set forth on Company Disclosure Schedule 4.15(b), no Employees are represented by any labor organization. No labor organization or group of Employees of the Company has made a pending demand for recognition, and there are no representation proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of the Company, threatened to be brought or filed, with the National Labor Relations Board or other labor relations tribunal. There is no organizing activity involving the Company pending or, to the Knowledge of the Company, threatened by any labor organization or group of Employees. (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 the Company, threatened against or involving the Company involving any Employee. There are no unfair labor practice charges, grievances or complaints pending or, to the Knowledge of the Company, threatened by or on behalf of any Employee or Former Employee. (d) There are no complaints, charges or claims against the Company pending or, to Knowledge of the Company, threatened that could be brought or filed with any Governmental Authority or based on, arising out of, in connection with or otherwise relating to, the employment or termination of employment or failure to employ any individual by the Company. The Company is in compliance with all Laws relating to the employment of labor, including all such Laws relating to wages, hours, WARN and any similar state or local “mass layoff” or “plant closing” Law, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation and the collection and payment of withholding and/or social security taxes and any similar tax except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Company. There has been no “mass layoff” or “plant closing” (as defined by WARN) with respect to the Company within the six months prior to Closing.

Labor. (a) Except as set forth on Company Disclosure Schedule 4.15(a) (the “Labor Contracts”), the Company is not a party to any labor or collective bargaining agreement and there are no labor or collective bargaining agreements which pertain to Employees employees of the Company. The Company has delivered or otherwise made available to Purchaser true, correct and complete copies of the labor or collective bargaining agreements listed on Company Disclosure Schedule 4.15(a), together with all amendments, modifications or supplements thereto. (b) Except as set forth on Company Disclosure Schedule 4.15(b), no Employees are represented by any labor organization. No labor organization or group of Employees of the Company has made a pending demand for recognition, and there are no representation proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of the CompanyCompany or the Selling Members, threatened to be brought or filed, with the National Labor Relations Board or other labor relations tribunal. There is no organizing activity involving the Company pending or, to the Knowledge of the CompanyCompany or the Selling Members, threatened by any labor organization or group of Employees. (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 the CompanyCompany or the Selling Members, threatened against or involving the Company involving any EmployeeCompany. There are no unfair labor practice charges, grievances or complaints pending or, to the Knowledge of the CompanyCompany or the Selling Members, threatened by or on behalf of any Employee or Former Employeegroup of Employees. (d) There are no complaints, charges or claims against the Company pending or, to Knowledge of the CompanyCompany or the Selling Members, threatened in writing that could be brought or filed filed, with any Governmental Authority or Body based on, arising out of, in connection with or otherwise relating to, to the employment or termination of employment of or failure to employ employ, any individual by the Companyindividual. The Company is in compliance with all Laws relating to the employment of labor, including all such Laws relating to wages, hours, WARN and any similar state or local “mass layoff” or “plant closing” Law, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation and the collection and payment of withholding and/or social security taxes and any similar tax except as could not reasonably be expected tax, where the failure to have, individually or in the aggregate, so comply would have a Company Material Adverse Effect with respect to the CompanyEffect. There has been no “mass layoff” ’ or “plant closing” (as defined by WARN) with respect to the Company within the six (6) months prior to Closing.

Labor. (a) Except as set forth disclosed on Company Disclosure Schedule 4.15(a) (the “Labor Contracts”)3.23, the Company is not a party to to, or bound by, any labor or collective bargaining agreement and there or union contract, covering any individual who performs services as an employee primarily for the Company (including such persons who are no labor on an approved leave of absence, vacation, short-term disability or collective bargaining agreements which pertain to Employees otherwise treated as an active employee of the Company. The Company has delivered or otherwise made available to Purchaser true, correct and complete copies of the labor or collective bargaining agreements listed on Company Disclosure Schedule 4.15(a“Employees”), together with all amendments, modifications or supplements thereto. (b) Except as set forth on Company Disclosure Schedule 4.15(b), no Employees are represented by any labor organization. No labor organization or group of Employees of the Company has made a pending demand for recognition, and there are no representation controversies or unfair labor practice proceedings pending, or petitions seeking a representation proceeding presently pending or, to the Knowledge knowledge of the Company, threatened to be brought between the Company and any of its current or filed, with the National Labor Relations Board former Employees or any labor or other labor relations tribunal. There is no organizing activity involving collective bargaining unit representing any current or former Employee of the Company pending that would reasonably be expected to result in a labor strike, dispute, slow-down or work stoppage or otherwise have a Material Adverse Effect. To the Company’s knowledge, no organizational effort is presently being made or, to the Knowledge of the Company, threatened by any labor organization or group of Employees. (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 the Company, threatened against or involving the Company involving any Employee. There are no unfair labor practice charges, grievances or complaints pending or, to the Knowledge of the Company’s knowledge, threatened by or on behalf of any Employee labor union. (b) The Company is in compliance in all material respects with all applicable foreign, federal, state and local laws, rules and regulations respecting employment, employment practices, terms and conditions of employment and wages and hours. Except as disclosed on Schedule 3.23, there are no pending, or, to the Company’s knowledge, threatened claims or Former Employeeactions against the Company under any workers compensation policy or long-term disability policy. (c) No officer, employee or consultant of the Company is obligated under any contract or agreement or subject to any judgment, decree or order of any court or administrative agency that would interfere with such Person’s efforts to promote the interests of the Company or that would interfere with the Company’s business. (d) There are no complaints, charges No work stoppage or claims labor strike against the Company is pending or, to Knowledge of the Company’s knowledge, threatened that could be brought or filed with any Governmental Authority or based on, arising out of, in connection with or otherwise relating to, the employment or termination of employment or failure to employ any individual by the Companythreatened. The Company is not involved in compliance with all Laws or, to the Company’s knowledge, threatened with, and the Company has no knowledge of any reasonable basis for, any labor dispute, grievance, or litigation relating to the employment of labor, including all such Laws relating to wages, hours, WARN and any similar state or local “mass layoff” or “plant closing” Law, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation and the collection and payment of withholding and/or social security taxes and any similar tax (except as disclosed on Schedule 3.23), or discrimination matters involving any employee, including, without limitation, charges of unfair labor practices or discrimination complaints, which, if adversely determined, could not reasonably be expected to haveto, individually or in the aggregate, materially adversely affect the Company. The Company has not engaged in any unfair labor practices within the meaning of the National Labor Relations Act which would, individually or in the aggregate, directly or indirectly would result in a materially adverse effect on the Company. (e) The Company has not engaged in any “unfair labor practices” within the meaning of the National Labor Relations Act which would, individually or in the aggregate, have a Material Adverse Effect with respect to on the Company. There has been no “mass layoff” or “plant closing” (as defined by WARN) with respect to the Company within the six months prior to Closing.

Labor. (a) Except as set forth on Company Disclosure Schedule 4.15(a4.16(a) (the “Labor Contracts”), the Company is not a party to any labor or collective bargaining agreement and there are no labor or collective bargaining agreements which pertain to Employees of the Company. The Company has delivered or otherwise made available to Purchaser MergerLLC true, correct and complete copies of the labor or collective bargaining agreements listed on Company Disclosure Schedule 4.15(a4.16(a), together with all amendments, modifications or supplements thereto. (b) Except as set forth on Company Disclosure Schedule 4.15(b4.16(b), no Employees are represented by any labor organization. No labor organization or group of Employees of the Company has made a pending demand for recognition, and there are no representation proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of the Company, threatened to be brought or filed, with the National Labor Relations Board or other labor relations tribunal. There is no organizing activity involving the Company pending or, to the Knowledge of the Company, threatened by any labor organization or group of Employees. (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 the Company, threatened against or involving the Company involving any Employee. There are no unfair labor practice charges, grievances or complaints pending or, to the Knowledge of the Company, threatened by or on behalf of any Employee or Former Employee. (d) There are no complaints, charges or claims against the Company pending or, to Knowledge of the Company, threatened that could be brought or filed with any Governmental Authority or based on, arising out of, in connection with or otherwise relating to, the employment or termination of employment or failure to employ any individual by the Company. The Company is in compliance with all Laws relating to the employment of labor, including all such Laws relating to wages, hours, WARN and any similar state or local “mass layoff” or “plant closing” Law, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation and the collection and payment of withholding and/or social security taxes and any similar tax except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Company. There has been no “mass layoff” or “plant closing” (as defined by WARN) with respect to the Company within the six months prior to Closing.

Labor. (a) Except as set forth on Company Disclosure Schedule 4.15(a) (the “Labor Contracts”), the Company is not a party to any labor or collective bargaining agreement and there are no labor or collective bargaining agreements which pertain to Employees of the Company. The Company has delivered or otherwise made available to Purchaser true, correct and complete copies of the labor or collective bargaining agreements listed on Company Disclosure Schedule 4.15(a5.14(a), together with all amendments, modifications or supplements thereto. (b) Except as set forth on Company Disclosure Schedule 4.15(b), no Employees are represented by any labor organization. No labor organization or group of Employees of the Company has made a pending demand for recognition, and there are no representation proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of the Company, threatened to be brought or filed, with the National Labor Relations Board or other labor relations tribunal. There is no organizing activity involving the Company pending or, to the Knowledge of the Company, threatened by any labor organization or group of Employees. (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 the Company, threatened against or involving the Company involving any Employee. There are no unfair labor practice charges, grievances or complaints pending or, to the Knowledge of the Company, threatened by or on behalf of any Employee or Former Employee. (d) There are no complaints, charges or claims against the Company pending or, to Knowledge of the Company, threatened that could be brought or filed with any Governmental Authority or based on, arising out of, in connection with or otherwise relating to, the employment or termination of employment or failure to employ any individual by the Company. The Company is in compliance with all Laws relating to the employment of labor, including all such Laws relating to wages, hours, WARN and any similar state or local “mass layoff” or “plant closing” Law, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation and the collection and payment of withholding and/or social security taxes and any similar tax except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Company. There has been no “mass layoff” or “plant closing” (as defined by WARN) with respect to the Company within the six months prior to Closing.

Labor. (a) Except as set forth on Company Disclosure Schedule 4.15(a) (the “Labor Contracts”4.16(a), neither the Company nor any of its Subsidiaries is not a party to any labor or collective bargaining agreement and there are no labor or collective bargaining agreements which pertain to Employees or any of the Companyits Subsidiaries. The Company has delivered or otherwise made available to Purchaser true, correct and complete copies of the labor or collective bargaining agreements listed on Company Disclosure Schedule 4.15(a4.16(a), together with all amendments, modifications or supplements thereto. (b) Except as set forth on Company Disclosure Schedule 4.15(b4.16(b), no Employees are represented by any labor organization. No labor organization or group of Employees of the Company has made a pending demand for recognition, and there are no representation proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of the CompanyCompany or Sellers, threatened to be brought or filed, with the National Labor Relations Board or other any labor relations tribunal. There is no organizing activity involving the Company pending or, to the Knowledge of the CompanyCompany or Sellers, threatened by any labor organization or group of Employees. (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 the Company, threatened against or involving the Company involving any Employee. There are no unfair labor practice charges, grievances or complaints pending or, to the Knowledge of the CompanyCompany or Sellers, threatened by or on behalf of any Employee or Former Employeegroup of Employees. (d) There are no complaints, charges or claims against the Company pending or, to Knowledge of the CompanyCompany and Sellers, threatened that could be brought or filed filed, with any Governmental Authority or Body based on, arising out of, in connection with or otherwise relating to, to the employment or termination of employment of or failure to employ employ, any individual by the Companyindividual. The Company is in compliance with all Laws applicable Law relating to the employment of labor, including all such Laws applicable Law relating to wages, hours, WARN and any similar state or local “mass layoff” or “plant closing” Lawpension, unemployment, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation compensation, social security funds, housing funds and the collection and payment of withholding and/or or social security taxes and any similar tax except as could not reasonably be expected to havetax, individually or in the aggregate, a Material Adverse Effect with respect to the Company. There has been no “mass layoff” extent applicable. (e) All the employment agreements entered into between the Employees or “plant closing” (as defined by WARN) with respect to independent contractors and the Company within the six months prior to Closingare in full compliance with all applicable Law.

Labor. (a) Except as set forth on Company Disclosure Schedule 4.15(a) (the “Labor Contracts”), the Company Seller is not a party to any labor or labor, collective bargaining agreement or similar agreement, and currently there are no labor organizational campaigns, petitions or other unionization activities seeking recognition of a collective bargaining agreements unit which pertain to Employees of the Company. The Company has delivered or otherwise made available to Purchaser true, correct and complete copies of the labor or collective bargaining agreements listed on Company Disclosure Schedule 4.15(a), together with all amendments, modifications or supplements theretocould affect Seller. (b) Except as set forth on Company Disclosure Schedule 4.15(b), no No Employees (excluding contractors and consultants) are represented by any labor organization. No labor organization or group of Employees of the Company (excluding contractors and consultants) has made a pending demand for recognition, and there are no representation proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of the CompanySeller, threatened to be brought or filed, with the National Labor Relations Board or other labor relations tribunal. There is no organizing activity involving the Company Seller pending or, to the Knowledge of the CompanySeller, threatened by any labor organization or group of EmployeesEmployees (excluding contractors and consultants). (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 the CompanySeller, threatened against or involving the Company involving any EmployeeSeller. There are no unfair labor practice charges, grievances or complaints pending or, to the Knowledge of the CompanySeller, threatened by or on behalf of any Employee or Former Employeegroup of Employees. (d) There are no complaints, charges or claims against the Company Seller pending or, to Knowledge of the CompanySeller, threatened that could be brought or filed filed, with any Governmental Authority or Body based on, arising out of, in connection with or otherwise relating to, to the employment or termination of employment of or failure to employ employ, any individual by the Companyindividual. The Company Seller is in compliance with all Laws relating to the employment of labor, including all such Laws relating to wages, hours, classification of individuals as independent contractors, classification of employees as exempt/non-exempt. WARN and any similar state or local “mass layoff” or “plant closing” Law, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation and the collection and payment of withholding and/or social security taxes and any similar tax except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Companyfor immaterial non-compliance. There has been no “mass layoff” or “plant closing” (as defined by WARN) with respect to the Company Seller within the six (6) months prior to Closing.

Labor. (a) Except as set forth on Company Disclosure in Schedule 4.15(a) (the “Labor Contracts”4.14(a)(i), neither the Company nor any Subsidiary of the Company is not a party to or bound by any material labor or agreement, trade union recognition agreements, union Contract, collective bargaining agreement and there are no labor or collective bargaining agreement with local works council or trade union delegates, including, any omnibus agreements which pertain covering substantially all employees in a particular jurisdiction pursuant to Employees the Law or customary practice of that jurisdiction respecting the employees of the CompanyCompany or its Subsidiaries (collectively, “CBAs”). The Company has delivered or otherwise made available to Purchaser Buyer true, correct and complete copies of the labor or collective bargaining agreements listed on Company Disclosure Schedule 4.15(a)all CBAs, together with all amendments, modifications modifications, or supplements thereto, as of the date of this Agreement. Except as set forth on Schedule 4.14(a)(ii), all CBAs are valid and comply with applicable Law of the respective jurisdiction in all material respects. (b) Except as set forth on Company Disclosure in Schedule 4.15(b4.14(b), or would not adversely affect the Company or its Subsidiaries in any material respect, no Employees are represented by any labor organization. No labor organization or group of Employees of the Company employees has made a pending demand for recognition, and there are no representation proceedings or petitions seeking a representation proceeding presently pending orpending, or to the Knowledge of the Company, threatened to be brought or filed, filed with the National Labor Relations Board or other labor relations tribunal, in each case as of the date of this Agreement. There To the Knowledge of the Company, as of the date of this Agreement, there is no organizing activity involving the Company or any of its Subsidiaries pending or threatened by any labor organization or group of employees of the Company or its Subsidiaries. (c) Except as set forth in Schedule 4.14(c) or would not adversely affect the Company or its Subsidiaries in any material respect, as of the date hereof, there are no (i) pending or, to the Knowledge of the Company, threatened by any labor organization or group of Employees. (c) There are no (i) strikes, walkouts or other work stoppages, slowdowns, or lockouts by any labor organizations or arbitrations or group of employees; (ii) material grievances or other labor disputes pending or, to the Knowledge of the Company, threatened against or involving the Company involving any Employee. There are no or its Subsidiaries; or (iii) unfair labor practice charges, grievances or complaints pending or, to the Knowledge of the Company, threatened by or on behalf of any Employee labor organization employee or Former Employeegroup of employees, in each case of the Company or any of its Subsidiaries. (d) There Except as set forth in Schedule 4.14(d) or would not adversely affect the Company or its Subsidiaries in any material respect, individually or in the aggregate, as of the date of this Agreement, there are no complaints, charges or claims against the Company or any of its Subsidiaries pending or, to the Knowledge of the Company, threatened that could to be brought or filed with any Governmental Authority or Body based on, arising out of, in connection with or otherwise relating to, to the employment or termination of employment of or the failure to employ employ, any individual by the Company. The Company or any of its Subsidiaries. (e) Except as would not adversely affect the Company or its Subsidiaries in any material respect, the Company and each of its Subsidiaries is in compliance with all Labor Laws relating to the employment of labor(including social security), including all such Laws relating to wages, hours, WARN and any similar state or local “mass layoff” or “plant closing” Law, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation and the collection and payment of withholding and/or social security taxes and any similar tax except as could not reasonably be expected to have, individually or set forth in the aggregate, a Material Adverse Effect with respect to the CompanySchedule 4.14(e). There has been no “mass layoff” or “plant closing” (as defined by WARNthe WARN Act) with respect to the Company or any of its Subsidiaries within the six months prior to Closing. (f) Notwithstanding any other provision of this Agreement to the contrary, the representations and warranties of the Company and its Subsidiaries contained in this Section 4.14 are the sole and exclusive representations and warranties of the Company and its Subsidiaries relating to labor matters.

Labor. (a) Except as set forth on Company Disclosure Schedule 4.15(a5.14(a) (the “"Labor Contracts”"), the Company Seller is not a party to any labor or collective bargaining agreement and there are no labor or collective bargaining agreements which pertain to Employees of the CompanySeller. The Company Seller has delivered or otherwise made available to Purchaser Parent true, correct and complete copies of the labor or collective bargaining agreements listed on Company Disclosure Schedule 4.15(a5.14(a), together with all amendments, modifications or supplements thereto. (b) Except as set forth on Company Disclosure Schedule 4.15(b5.14(b), no Employees are represented by any labor organization. No labor organization or group of Employees of the Company Seller has made a pending demand for recognition, and there are no representation proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of the CompanySeller, threatened to be brought or filed, with the National Labor Relations Board or other labor relations tribunal. There is no organizing activity involving the Company Seller pending or, to the Knowledge of the CompanySeller, threatened by any labor organization or group of Employees. (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 the CompanySeller, threatened against or involving the Company Seller involving any Employee. There are no unfair labor practice charges, grievances or complaints pending or, to the Knowledge of the CompanySeller, threatened by or on behalf of any Employee or Former Employee. (d) There are no complaints, charges or claims against the Company Seller pending or, to Knowledge of the CompanySeller, threatened that could be brought or filed with any Governmental Authority Body or based on, arising out of, in connection with or otherwise relating to, the employment or termination of employment or failure to employ any individual by the CompanySeller. The Company Seller is in compliance with all Laws relating to the employment of labor, including all such Laws relating to wages, hours, WARN and any similar state or local “"mass layoff” " or “"plant closing” " Law, collective bargaining, discrimination, civil rights, safety and health, workers’ ' compensation and the collection and payment of withholding and/or social security taxes and any similar tax except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the CompanyEffect. There has been no “"mass layoff” " or “"plant closing” " (as defined by WARN) with respect to the Company Seller within the six months prior to Closing.

Labor. (a) Except as set forth on Company Disclosure Schedule 4.15(a) (the “Labor Contracts”), the The Company is not a party to any labor or collective bargaining agreement and there are no labor or collective bargaining agreements which pertain to Employees its employees and none of the Company. The Company has delivered or otherwise made available to Purchaser true, correct and complete copies of the labor or collective bargaining agreements listed on Company Disclosure Schedule 4.15(a), together with all amendments, modifications or supplements thereto. (b) Except as set forth on Company Disclosure Schedule 4.15(b), no Employees its employees are represented by any labor organization. No labor organization or group of Employees of the Company employees has made a pending demand for recognition, and there are no representation proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge knowledge of the CompanySeller, threatened to be brought or filed, with the National Labor Relations Board or other labor relations tribunal. There is no organizing activity involving the Company pending or, to the Knowledge knowledge of the CompanySeller, threatened by any labor organization or group of Employees. (c) the Company’s employees. The Company is not a member of in any employers’ association or organization. No employers’ association or organization has made any demand for payment of any kind from the Company. There are have been no (i) strikes, work stoppages, slowdowns, lockouts or arbitrations or (ii) material grievances or other labor disputes pending or, to the Knowledge knowledge of the CompanySeller, threatened against or involving the Company involving any EmployeeCompany. There are have been no unfair labor practice charges, grievances or complaints pending or, to the Knowledge knowledge of the CompanySeller, threatened by or on behalf of any Employee or Former Employee. (d) There are no complaints, charges or claims against the Company pending or, to Knowledge of the Company, threatened that could be brought or filed with any Governmental Authority or based on, arising out of, in connection with or otherwise relating to, the employment or termination of employment or failure to employ any individual by the Company’s employees. The Company has not received notice of the intent of any Governmental Body responsible for the enforcement of labor or employment Laws to conduct an investigation of the Company and, to the knowledge of Seller, no such investigation is in progress. The Company has been in compliance in all material respects with all applicable Laws relating to the employment of laboremployment, including (i) those relating to employment, termination of employment, terms and conditions of employment, minimum wages, overtime and overtime payment, payslips, and working during rest days; (ii) all such Laws relating to wages, hours, the WARN Act and any similar state or local “mass layoff” or “plant closing” Law, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation and the collection and payment of withholding and/or social security taxes and any similar tax except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Companyfor immaterial non-compliance. There has been no “mass layoff” or “plant closing” (as defined by WARNthe WARN Act) with respect to the Company within the six (6) months prior to Closing. Seller has separately delivered to Purchaser a schedule that sets forth the name, current annual salary (or rate of pay) and prior year monetary bonus paid to each employee and contractor (including each of the key employees, contractors, and essential management personnel of the Company referred to in Section 7.3) of the Company.

Labor. (a) Except as set forth on Company Disclosure Schedule 4.15(a) (the “Labor Contracts”), the The Company is not a party to any labor or collective bargaining agreement and there are no labor or collective bargaining agreements which pertain to Employees any current employees of the Company. The Company has delivered or otherwise made available to Purchaser true, correct and complete copies of the labor or collective bargaining agreements listed on Company Disclosure Schedule 4.15(a), together with all amendments, modifications or supplements thereto. (b) Except as set forth on Company Disclosure Schedule 4.15(b4.16(b), no Employees are represented by any labor organization. No In the past three (3) years, no labor organization or group of Employees of the Company has made a pending demand for recognition, and there are no representation proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of the Company, threatened to be brought or filed, with the National Labor Relations Board or other labor relations tribunal. There is no organizing activity involving the Company pending or, to the Knowledge of the Company, threatened by any labor organization or group of Employees. (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 the Company, threatened against or involving the Company involving any EmployeeCompany. There are no unfair labor practice charges, grievances or complaints pending or, to the Knowledge of the Company, threatened by or on behalf of any Employee or Former Employeegroup of Employees. (d) There Except as set forth on Schedule 4.16(d), as of the date hereof, there are no written complaints, charges or claims against the Company pending or, to the Knowledge of the Company, threatened that could be brought or filed with any Governmental Authority or Body based on, arising out of, in connection with or otherwise relating to, to the employment or termination of employment of or failure to employ employ, any individual by the Companyindividual. The Company is in compliance in all material respects with all Laws relating to the employment of labor, including all such Laws relating to wages, hours, WARN and any similar state or local “mass layoff” or “plant closing” Law, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation and the collection and payment of withholding and/or social security taxes and any similar tax except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Companyfor immaterial non-compliance. There has been no “mass layoff” or “plant closing” (as defined by WARN) with respect to the Company within the six months prior to Closing.

Labor. (a) Except as set forth on Company Disclosure Schedule 4.15(a) (the “Labor Contracts”), the The Company is not a party to any labor or collective bargaining agreement and there are no labor or collective bargaining agreements which pertain to Employees employees of the Company. The Company has delivered or otherwise made available to Purchaser true, correct and complete copies of the labor or collective bargaining agreements listed on Company Disclosure Schedule 4.15(a), together with all amendments, modifications or supplements thereto. (b) Except as set forth on No employees of the Company Disclosure Schedule 4.15(b), no Employees are represented by any labor organization. No labor organization or group of Employees employees of the Company has made a pending demand for recognition, and there are no representation proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of the Company, threatened to be brought or filed, with the National Labor Relations Board or other labor relations tribunal. There is no organizing activity involving the Company pending or, to the Knowledge of the Company, threatened by any labor organization or group of Employeesemployees of the Company. (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 the Company, threatened against or involving the Company involving any EmployeeCompany. There are no unfair labor practice charges, grievances or complaints pending or, to the Knowledge of the Company, threatened by or on behalf of any Employee employee or Former Employeegroup of employees of the Company. (d) There are no complaints, charges or claims against the Company pending or, to the Knowledge of the Company, threatened that which could be brought or filed filed, with any public or Governmental Authority or Entity based on, arising out of, in connection with with, or otherwise relating to, to the employment or termination of employment or failure to employ any individual by the Company. , of any individual. (e) The Company is in compliance with all Laws and Orders relating to the employment of labor, including all such Laws and orders relating to wages, hours, WARN the Worker Adjustment and Retraining Notification Act and any similar state state, local or local “mass layoff” or foreign “plant closing” LawLaw (“WARN”), collective bargaining, discrimination, civil rights, safety and health, workers’ compensation worker’s compensation, payment of overtime wages and the collection and payment of withholding and/or social security taxes and any similar tax except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Company. tax. (f) There has been no “mass layoff” or “plant closing” (as defined by WARN) WARN with respect to the Company within the six (6) months prior to Closingmaking this representation. (g) To the Knowledge of the Company, no executive, key employee, or group of employees currently has any plans to terminate employment with the Company independently of or as a result of this Agreement.

Labor. (a) Except as set forth on No Company Disclosure Schedule 4.15(a) (the “Labor Contracts”), the Company or Subsidiary is not a party to any labor or collective bargaining agreement and there are no labor or collective bargaining agreements which pertain to Employees employees of the Company. The any Company has delivered or otherwise made available to Purchaser true, correct and complete copies of the labor or collective bargaining agreements listed on Company Disclosure Schedule 4.15(a), together with all amendments, modifications or supplements theretoSubsidiary. (b) Except as set forth on No employees of any Company Disclosure Schedule 4.15(b), no Employees or Subsidiary are represented by any labor organization. No labor organization or group of Employees employees of the any Company or Subsidiary has made a pending demand for recognition, and there are no representation proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of the CompanyCompanies, threatened to be brought or filed, with the National Labor Relations Board or other labor relations tribunal. There is no organizing activity involving the any Company or Subsidiary pending or, to the Knowledge of the CompanyCompanies, threatened by any labor organization or group of Employeesemployees of any Company or Subsidiary. (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 the CompanyCompanies, threatened against or involving the any Company involving any Employeeor Subsidiary. There are no unfair labor practice charges, grievances or complaints pending or, to the Knowledge of the CompanyCompanies, threatened by or on behalf of any Employee employee or Former Employeegroup of employees of any Company or Subsidiary. (d) There are no complaints, charges or claims against the any Company or Subsidiary pending or, to the Knowledge of the CompanyCompanies, threatened that which could be brought or filed filed, with any public or Governmental Authority or Body based on, arising out of, in connection with with, or otherwise relating to, to the employment or termination of employment by any Company or failure to employ Subsidiary, of any individual by the Company. The individual. (e) Each Company and Subsidiary is in compliance with all Laws and Orders relating to the employment of labor, including all such Laws and orders relating to wages, hours, WARN the Worker Adjustment and Retraining Notification Act and any similar state state, local or local “mass layoff” or foreign “plant closing” LawLaw (“WARN”), collective bargaining, discrimination, civil rights, safety and health, workers’ compensation worker’s compensation, payment of overtime wages and the collection and payment of withholding and/or social security taxes and any similar tax except tax. (f) To the Knowledge of the Companies, no executive, key employee, or group of employees currently has any plans to terminate employment with any Company or Subsidiary independently of or as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Company. There has been no “mass layoff” or “plant closing” (as defined by WARN) with respect to the Company within the six months prior to Closingresult of this Agreement.

Labor. (a) Except as set forth on Company Disclosure Schedule 4.15(ain Section 4.14(a)(1) (the “Labor Contracts”), of the Company ----- Disclosure Letter, neither the Company nor any of its Subsidiaries is not a party to any labor or collective bargaining agreement and there are no labor or collective bargaining agreements which pertain that govern the terms and conditions of employment with the Company or its Subsidiaries with respect to Employees employees of the CompanyCompany or its Subsidiaries. The Company has delivered or otherwise made available to Purchaser true, correct and complete copies Section 4.14(a)(2) of the labor or collective bargaining agreements listed on Company Disclosure Schedule 4.15(a)Letter lists all employment, together with management, consulting, management retention or other personal service, or compensation agreements or arrangements covering one or more non- employees (including severance, termination or change-of-control arrangements) and all amendmentsmaterial employment, modifications management, consulting, management retention or supplements theretoother personal service, or compensation agreements or arrangements covering one or more employees (including severance, termination or change-of-control arrangements) in each case, entered into by the Company or any of its Subsidiaries and a copy of each such agreement has been delivered to Acquiror. (b) i. Except as set forth on in Section 4.14(b) of the Company Disclosure Schedule 4.15(b)Letter, no Employees employees of the Company or any of its Subsidiaries are represented by any labor organization. No ; no labor organization or group of Employees employees of the Company or any of its Subsidiaries has made a pending demand against the Company or any Subsidiary for recognition, and there are no representation proceedings or petitions seeking a representation proceeding presently pending against or, to the Knowledge knowledge of the Company, threatened to be brought or filedfiled against the Company or any Subsidiary, with the National Labor Relations Board or other labor relations tribunal. There ; there is no organizing activity involving the Company or any of the Subsidiaries pending or, to the Knowledge of the Company, threatened by any labor organization or group of Employeesemployees of the Company or any its Subsidiaries. (c) ii. There are no (i) strikes, work stoppages, slowdowns, lockouts or arbitrations (in the case of arbitrations which if adversely decided would reasonably be expected to involve the payment of damages of more than $500,000) or (ii) material grievances or other material labor disputes pending or, to the Knowledge of the Company, threatened against or involving the Company involving or any Employeeof its Subsidiaries. There are no unfair labor practice charges, grievances or complaints pending or, to the Knowledge of the Company, threatened by or on behalf of any Employee employee or Former Employeegroup of employees of the Company or any of its Subsidiaries that individually or in the aggregate involve more than $500,000. (diii. Except as set forth in Section 4.14(d) There of the Company Disclosure Letter, there are no material complaints, charges or claims against the Company and its Subsidiaries pending or, to the Knowledge of the Company, threatened that could to be brought or filed with any Governmental Authority or in which an employee or former employee of the Company or any of its Subsidiaries is a party or a complainant based on, arising out of, in connection with with, or otherwise relating to, to the employment or termination of employment or failure to employ any individual by the Company. The Company is in compliance with all Laws relating to the employment or a Subsidiary of laborany individual, including all such Laws relating to wagesany claim for workers' compensation or under the Occupational Safety and Health Act of 1970, hoursas amended. In the aggregate, WARN the complaints and any similar state or local “mass layoff” or “plant closing” Law, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation and charges set forth in Section 4.14(d) of the collection and payment of withholding and/or social security taxes and any similar tax except as could Company Disclosure Letter would not reasonably be expected to have, individually singly or in the aggregate, a Material Adverse Effect with respect to the Company. There has been no “mass layoff” or “plant closing” (as defined by WARN) with respect Company even if each were resolved adversely to the Company within and its Subsidiaries. iv. Hours worked by and payments made to employees of the six months prior Company and its Subsidiaries have not been in material violation of the Federal Fair Labor Standards Act or any other Applicable Law dealing with such matters. v. The Company and its Subsidiaries are in material compliance with all Applicable Laws relating to Closingthe FCC-Equal Employment Opportunity Commission standards and employment or termination of employment of labor (including, but not limited to, leased workers and independent contractors), including all such Applicable Laws and WARN relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers' compensation, pay equity and the collection and payment of withholding and/or social security taxes and similar Taxes.

Labor. (a) Except as set forth on Company Disclosure Schedule 4.15(a) (the “Labor Contracts”), No employee of the Company or any of its Subsidiaries is not represented by a union and, to the Knowledge of the Company, no union organizing efforts have been conducted within the last three (3) years or are now being conducted. Neither the Company nor any of its Subsidiaries is a party to any labor or collective bargaining agreement, labor Contract or similar agreement and there are no or arrangement with any labor union, trade union, works council or collective bargaining agreements which pertain other employee representative, nor is any such Contract being negotiated. Neither the Company nor any of its Subsidiaries is currently experiencing, or, to Employees the Knowledge of the Company, is there now threatened, a strike, picket, work stoppage, work slowdown or other organized labor dispute. The Neither the Company nor any of its Subsidiaries has delivered received written notice of any unfair labor practice charge, grievance or otherwise made available arbitration proceeding, against the Company that is pending before any federal, state, provincial, local or foreign labor relations board or Governmental Entity or, to Purchaser true, correct and complete copies the Knowledge of the labor or collective bargaining agreements listed on Company Disclosure Schedule 4.15(a)Company, together with all amendments, modifications or supplements theretothreatened. (b) Except as set forth on Company Disclosure Schedule 4.15(b)as, no Employees are represented by any labor organization. No labor organization individually or group of Employees in the aggregate, has not had and would not reasonably be expected to have, a Material Adverse Effect, (i) each of the Company has made a pending demand for recognitionand its Subsidiaries is in compliance with all applicable Laws relating to the employment of labor, including all applicable Laws relating to wages, hours, labor relations, collective bargaining, employment discrimination, civil rights, human rights, classification of service providers as employees and/or independent contractors, employment of minors, severance and termination benefits, safety and health, workers’ compensation, pay equity and the collection and payment or withholding of social security Taxes, and (ii) there are no representation proceedings pending or petitions seeking a representation proceeding presently pending in progress or, to the Knowledge of the Company, threatened to be brought suits, actions, complaints, investigations, orders or filed, with the National Labor Relations Board charges or other labor relations tribunal. There is no organizing activity involving the Company pending or, to the Knowledge of the Company, threatened by any labor organization or group of Employees. (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 the Company, threatened against or involving the Company involving any Employee. There are no unfair labor practice charges, grievances or complaints pending or, to the Knowledge of the Company, threatened by or on behalf of any Employee or Former Employee. (d) There are no complaints, charges or claims against the Company pending or, to Knowledge of the Company, threatened that could be brought or filed with any Governmental Authority or based on, arising out of, proceedings in connection with or otherwise relating tothe Company under any applicable employment, the employment or termination of employment or failure to employ any individual by the Company. The Company is in compliance with all Laws relating to the employment of labor, including all such Laws relating to wages, hours, WARN and any similar state or local “mass layoff” or “plant closing” Law, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation and the collection and payment of withholding and/or social security taxes and any similar tax except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Company. There has been no “mass layoff” or “plant closing” (as defined by WARN) with respect to the Company within the six months prior to Closinglabor Laws.

Labor. (a) Except as set forth on Company Disclosure Schedule 4.15(a(i) Each Seller is in compliance, in all material respects, with all applicable Laws regarding employment and employment practices, including, without limitation, all applicable Laws regarding terms and conditions of employment, health and safety, wages and hours, child labor, immigration, employment discrimination, equal employment opportunity, affirmative action, plant closures and layoffs, workers’ compensation, labor relations, disability rights or benefits, employee leave issues, worker classification, and unemployment insurance, (ii) since January 1, 2013, no Seller has received written notice of the “Labor Contracts”)intent of any Governmental Body responsible for the enforcement of any such Laws to conduct an investigation with respect to or relating to any such Laws, the Company or written notice that such investigation is not in progress, and (iii) no Seller is a party to any labor or collective bargaining agreement and there are no labor or collective bargaining agreements which pertain to Employees of the Company. The Company has delivered to, or otherwise made available bound by, any Order relating to Purchaser true, correct and complete copies of the labor employees or collective bargaining agreements listed on Company Disclosure Schedule 4.15(a), together with all amendments, modifications or supplements theretoemployment practices. (b) Except as set forth on Company Disclosure Schedule 4.15(b), no Employees are represented No Seller is a party to or bound by any labor organization. No collective bargaining agreement or similar agreement with any labor organization or group of Employees is negotiating any such agreement. There are no (i) pending unfair labor practice or other labor or employment charges, complaints, grievances, arbitration proceedings or other Legal Proceedings against any Seller nor, to the Knowledge of the Company has made a pending demand for recognitionSellers, and there is any such charge, complaint, grievance, proceeding or other Legal Proceeding threatened, (ii) labor strikes, disputes, slowdowns, work stoppages or lockouts that have occurred within the past three (3) years or that are no representation proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of the CompanySellers, threatened to be brought or filedagainst any Seller, with the National Labor Relations Board or other labor relations tribunal. There is no organizing activity involving the Company pending or, and (iii) to the Knowledge of the CompanySellers, threatened attempts by any labor organization employees of any Seller to unionize or group of Employees. (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 collectively bargain with any Seller. None of the Company, threatened against or involving the Company involving Sellers has engaged in any Employee. There are no unfair labor practice charges, grievances or complaints pending or, to the Knowledge of the Company, threatened by or on behalf of any Employee or Former Employeepractice. (d) There are no complaints, charges or claims against the Company pending or, to Knowledge of the Company, threatened that could be brought or filed with any Governmental Authority or based on, arising out of, in connection with or otherwise relating to, the employment or termination of employment or failure to employ any individual by the Company. The Company is in compliance with all Laws relating to the employment of labor, including all such Laws relating to wages, hours, WARN and any similar state or local “mass layoff” or “plant closing” Law, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation and the collection and payment of withholding and/or social security taxes and any similar tax except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Company. There has been no “mass layoff” or “plant closing” (as defined by WARN) with respect to the Company within the six months prior to Closing.

Labor. (a) Except as set forth on Company Disclosure Schedule 4.15(a) (the “Labor Contracts”5.14(a), (i) none of the Company Group Companies is not a party to any labor or collective bargaining agreement and agreement, (ii) there are no labor or collective bargaining agreements which pertain to Employees employees of the Company. The Company has delivered or otherwise made available to Purchaser true, correct and complete copies any of the labor or collective bargaining agreements listed on Company Disclosure Schedule 4.15(a)Subsidiaries, together with all amendments, modifications or supplements thereto. and (biii) Except as set forth on Company Disclosure Schedule 4.15(b), no Employees employees are represented by any labor organization. No labor organization or group of Employees employees of the Company or the Subsidiaries has made a pending demand for recognition, and there are no representation proceedings or petitions seeking a representation proceeding presently currently pending or, to the Knowledge of the CompanySeller, threatened to be brought or filed, with the National Labor Relations Board or other labor relations tribunal. There is no organizing activity involving the Company or any of the other Group Companies pending or, to the Knowledge of the CompanySeller, threatened by any labor organization or group of Employeesemployees. (cb) 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 CompanySeller, threatened against or involving the Company or any of the other Group Companies involving any Employeeemployee. There are no unfair labor practice charges, grievances or complaints pending or, to the Knowledge of the CompanySeller, threatened by or on behalf of any Employee employee or Former Employeeformer employee. (dc) There Except as set forth on Schedule 5.14(c), there are no complaints, charges or claims against the Company or the other Group Companies pending or, to Knowledge of the CompanySeller, threatened that could be brought or filed filed, with any Governmental Authority Body or based on, arising out of, in connection with or otherwise relating to, to the employment or termination of employment or failure to employ any individual by the CompanyCompany or any of the other Group Companies, of any individual. The Each of the Company and the other Group Companies is in compliance in all material respects with all Laws relating to the employment of labor, including all such Laws relating to wages, hours, WARN and any similar state or local “mass layoff” or “plant closing” Law, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation and the collection and payment of withholding and/or social security taxes and any similar tax except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Companyfor immaterial non-compliance. There has been no “mass layoff” or “plant closing” (as defined by WARN) with respect to the Company or any of the other Group Companies within the six months prior to Closing.

Labor. (a) Except as set forth on Company Disclosure Schedule 4.15(a) (the “Labor Contracts”), the The Company is not a party to any labor or collective bargaining agreement and there are no labor or collective bargaining agreements which pertain to Employees employees of the Company. The Company has delivered or otherwise made available to Purchaser true, correct and complete copies of the labor or collective bargaining agreements listed on Company Disclosure Schedule 4.15(a), together with all amendments, modifications or supplements thereto. (b) Except as set forth on Company Disclosure Schedule 4.15(b), no Employees No employees are represented by any labor organization. No labor organization or group of Employees employees of the Company has made a pending demand for recognition, and there are no representation proceedings Proceedings or petitions seeking a representation proceeding Proceeding presently pending or, to the Knowledge of the CompanyCompany or Seller, threatened to be brought or filed, with the National Labor Relations Board or other labor relations tribunal. There is no organizing activity involving the Company pending or, to the Knowledge of the CompanyCompany and Seller, threatened by any labor organization or group of Employeesemployees of the Company. (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 the CompanyCompany or Seller, threatened against or involving the Company involving any EmployeeCompany. There are no unfair labor practice charges, grievances or complaints pending or, to the Knowledge of the CompanyCompany or Seller, threatened by or on behalf of any Employee employee or Former Employeegroup of employees of the Company. (d) There are no complaints, charges or claims against the Company pending or, to Knowledge of the CompanyCompany or Seller, threatened that could be brought or filed filed, with any Governmental Authority Body or based on, arising out of, in connection with or otherwise relating to, to the employment or termination of employment or failure to employ any individual by the Company, of any individual. The Company is in compliance with all Laws relating to the employment of labor, including all such Laws relating to wages, hours, immigration and employment of immigrants, WARN and any similar state or local “mass layoff” or “plant closing” Law, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation and the collection and payment of withholding and/or social security taxes and any similar tax except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Companyfor immaterial non-compliance. There has been no “mass layoff” or “plant closing” (as defined by WARN) with respect to the Company within the six months prior to ClosingCompany.

Labor. (a) Except as set forth on Company in Section 4.16(a) of the Disclosure Schedule 4.15(a) (the “Labor Contracts”)Schedule, neither the Company nor any of the Subsidiaries is not a party to any labor or collective bargaining agreement and there are no labor or collective bargaining agreements which pertain to Employees employees of the CompanyCompany or any of the Subsidiaries. The Company has delivered or otherwise made available to Purchaser true, correct and complete copies of the labor or collective bargaining agreements listed on Company in Section 4.16(a) of the Disclosure Schedule 4.15(a)Schedule, together with all amendments, modifications or supplements thereto. (b) Except as set forth on Company Disclosure Schedule 4.15(b), no No Employees are represented by any labor organization. No Except as set forth in Section 4.16(b) of the Disclosure Schedule, no labor organization or group of Employees of the Company has made a pending demand for recognition, and there are no representation proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of the CompanyCompany or the Selling Stockholders, threatened to be brought or filed, with the National Labor Relations Board or other labor relations tribunal. There is no organizing activity involving the Company or any of the Subsidiaries pending or, to the Knowledge of the CompanyCompany or the Selling Stockholders, threatened by any labor organization or group of Employees. (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 the CompanyCompany or the Selling Stockholders, threatened against or involving the Company involving or any Employeeof the Subsidiaries. There are no unfair labor practice charges, grievances or complaints pending or, to the Knowledge of the CompanyCompany or the Selling Stockholders, threatened by or on behalf of any Employee or Former Employeegroup of Employees. (d) There are no complaints, charges or claims against the Company or any of the Subsidiaries pending or, to Knowledge of the CompanyCompany or the Selling Stockholders, threatened that could be brought or filed filed, with any Governmental Authority or Body based on, arising out of, in connection with or otherwise relating to, to the employment or termination of employment of or failure to employ employ, any individual by individual. Each of the Company. The Company and the Subsidiaries is in compliance with all Laws relating to the employment of labor, including all such Laws relating to wages, hours, WARN and any similar state or local “mass layoff” or “plant closing” Law, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation and the collection and payment of withholding and/or social security taxes and any similar tax except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Companyfor immaterial non-compliance. There has been no “mass layoff” or “plant closing” (as defined by WARN) with respect to the Company or any of the Subsidiaries within the six (6) months prior to Closing.

Labor. (a) Except as set forth on Company Disclosure Schedule 4.15(a) (the “Labor Contracts”), the Company is not a party to any labor or collective bargaining agreement and there are no labor or collective bargaining agreements which pertain to Employees of the Company. The Company has delivered or otherwise made available to Purchaser true, correct and complete copies of the labor or collective bargaining agreements listed on Company Disclosure Schedule 4.15(a), together with all amendments, modifications or supplements thereto. (b) Except as set forth on Company Disclosure Schedule 4.15(b), no Employees are represented by any labor organization. No labor organization or group of Employees of the Company has made a pending demand for recognition, and there are no representation proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of the Company, threatened to be brought or filed, with the National Labor Relations Board or other labor relations tribunal. There is no organizing activity involving the Company pending or, to the Knowledge of the Company, threatened by any labor organization or group of Employees. (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 the Company, threatened against or involving the Company involving any Employee. There are no unfair labor practice charges, grievances or complaints pending or, to the Knowledge of the Company, threatened by or on behalf of any Employee or Former Employee. (d) There are no complaints, charges or claims against the Company pending or, to Knowledge of the Company, threatened that could be brought or filed with any Governmental Authority or based on, arising out of, in connection with or otherwise relating to, the employment or termination of employment or failure to employ any individual by the Company. The Company is in compliance with all Laws relating to the employment of labor, including all such Laws relating to wages, hours, WARN and any similar state or local “mass layoff” or “plant closing” Law, collective bargaining, discrimination, civil rights, safety and health, workers’ ' compensation and the collection and payment of withholding and/or social security taxes and any similar tax except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Company. There has been no “mass layoff” or “plant closing” (as defined by WARN) with respect to the Company within the six months prior to Closing.

Labor. (a) Except as set forth on Company Disclosure Schedule 4.15(a) (the “Labor Contracts”4.16(a), the Company is not a party to any labor or collective bargaining agreement and there are no labor or collective bargaining agreements which pertain to Employees or any of the Companyits Subsidiaries. The Company has delivered or otherwise made available to Purchaser true, correct and complete copies of the labor or collective bargaining agreements listed on Company Disclosure Schedule 4.15(a4.16(a), together with all amendments, modifications or supplements thereto. (b) Except as set forth on Company Disclosure Schedule 4.15(b4.16(b), no Employees are represented by any labor organization. No labor organization or group of Employees of the Company has made a pending demand for recognition, and there are no representation proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of the CompanyCompany or Sellers, threatened to be brought or filed, with the National Labor Relations Board or other any labor relations tribunal. There is no organizing activity involving the Company pending or, to the Knowledge of the CompanyCompany or Sellers, threatened by any labor organization or group of Employees. (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 the Company, threatened against or involving the Company involving any Employee. There are no unfair labor practice charges, grievances or complaints pending or, to the Knowledge of the CompanyCompany or Sellers, threatened by or on behalf of any Employee or Former Employeegroup of Employees. (d) There are no complaints, charges or claims against the Company pending or, to Knowledge of the CompanyCompany and Sellers, threatened that could be brought or filed filed, with any Governmental Authority or Body based on, arising out of, in connection with or otherwise relating to, to the employment or termination of employment of or failure to employ employ, any individual by the Companyindividual. The Company is in compliance with all Laws applicable Law relating to the employment of labor, including all such Laws applicable Law relating to wages, hours, WARN and any similar state or local “mass layoff” or “plant closing” Lawpension, unemployment, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation compensation, social security funds, housing funds and the collection and payment of withholding and/or or social security taxes and any similar tax except as could not reasonably be expected to havetax, individually or in the aggregate, a Material Adverse Effect with respect to the Company. There has been no “mass layoff” extent applicable. (e) All the employment agreements entered into between the Employees or “plant closing” (as defined by WARN) with respect to independent contractors and the Company within the six months prior to Closingare in full compliance with all applicable Law.