Common use of Litigation; Labor Matters; Compliance with Laws Clause in Contracts

Litigation; Labor Matters; Compliance with Laws. (a) There is no suit, action or proceeding or investigation pending or, to the Knowledge of each of Parent and Merger Sub, threatened against or affecting Parent or Merger Sub or any basis for any such suit, action, proceeding or investigation that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect with respect to each of Parent or Merger Sub or prevent, hinder or materially delay the ability of each of Parent and Merger Sub to consummate the transactions contemplated by this Agreement, nor is there any judgment, decree, injunction, rule or Order of any Governmental Entity or arbitrator outstanding against Parent or Merger Sub having, or which, insofar as reasonably could be foreseen by Parent or Merger Sub, in the future could have, any such effect. (b) Each of Parent and Merger Sub is not a party to, or bound by, any collective bargaining agreement, Contract or other agreement or understanding with a labor union or labor organization, nor is it the subject of any proceeding asserting that it has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment nor is there any strike, work stoppage or other labor dispute involving it pending or, to its Knowledge, threatened, any of which could have a Material Adverse Effect with respect to Parent. (c) The conduct of the business of each of Parent and Merger Sub complies with all statutes, Laws, regulations, ordinances, rules, judgments, Orders, decrees or arbitration awards applicable thereto.

Litigation; Labor Matters; Compliance with Laws. (ai) There is no suit, action or proceeding or investigation pending or, to the Knowledge of each of Parent and Merger Sub, or threatened against or affecting Parent or Parent, Merger Sub or the Majority Shareholder or any basis for any such suit, action, proceeding or investigation that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect with respect to each of Parent or Merger Sub or prevent, hinder or materially delay the ability of each of Parent and Parent, Merger Sub or the Majority Shareholder to consummate the transactions contemplated by this Agreement, nor is there any judgment, decree, injunction, rule or Order order of any Governmental Entity governmental entity or arbitrator outstanding against Parent or Merger Sub having, or which, insofar as reasonably could be foreseen by Parent or Merger Sub, in the future could have, any such effect. (bii) Each of Parent and Merger Sub is are not a party to, or bound by, any collective bargaining agreement, Contract contract or other agreement or understanding with a labor union or labor organization, nor is it the subject of any proceeding asserting that it has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment nor is there any strike, work stoppage or other labor dispute involving it pending or, to its Knowledgeknowledge, threatened, any of which could have a Material Adverse Effect with respect to Parent. (ciii) The conduct of the business of each of Parent and Merger Sub complies with all statutes, Lawslaws, regulations, ordinances, rules, judgments, Ordersorders, decrees or arbitration awards applicable thereto.

Litigation; Labor Matters; Compliance with Laws. (a) There is no suit, action or proceeding or investigation pending or, to the Knowledge knowledge of each of Parent and Merger SubNeoHydro Technologies Corp., threatened against or affecting Parent or Merger Sub NeoHydro Technologies Corp. or any basis for any such suit, action, proceeding or investigation that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect material adverse effect with respect to each of Parent or Merger Sub NeoHydro Technologies Corp. or prevent, hinder or materially delay the ability of each of Parent and Merger Sub NeoHydro Technologies Corp. to consummate the transactions contemplated by this Agreement, nor is there any judgment, decree, injunction, rule or Order order of any Governmental Entity or arbitrator outstanding against Parent or Merger Sub NeoHydro Technologies Corp. having, or which, insofar as reasonably could be foreseen by Parent or Merger SubNeoHydro Technologies Corp., in the future could have, any such effect. (b) Each of Parent and Merger Sub . • NeoHydro Technologies Corp. is not a party to, or bound by, any collective bargaining agreement, Contract contract or other agreement or understanding with a labor union or labor organization, nor is it the subject of any proceeding asserting that it has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment nor is there any strike, work stoppage or other labor dispute involving it pending or, to its Knowledgeknowledge, threatened, any of which could have a Material Adverse Effect material adverse effect with respect to Parent. (c) NeoHydro Technologies Corp.. • The conduct of the business of each of Parent and Merger Sub NeoHydro Technologies Corp. complies with all statutes, Lawslaws, regulations, ordinances, rules, judgments, Ordersorders, decrees or arbitration awards applicable thereto.

Litigation; Labor Matters; Compliance with Laws. (a1) There Except as set forth in Schedule 3(k)(1), there is no suit, action or proceeding or investigation pending or, to the Knowledge knowledge of each of Parent and Merger SubAcquired Company, threatened against or affecting Parent or Merger Sub Acquired Company or any basis for any such suit, action, proceeding or investigation that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect material adverse effect with respect to each of Parent or Merger Sub Acquired Company or prevent, hinder or materially delay the ability of each of Parent and Merger Sub Acquired Company to consummate the transactions contemplated by this Agreement, nor is there any judgment, decree, injunction, rule or Order order of any Governmental Entity governmental entity or arbitrator outstanding against Parent or Merger Sub Acquired Company having, or which, insofar as reasonably could be foreseen by Parent or Merger SubAcquired Company, in the future could have, any such effect. (b2) Each of Parent and Merger Sub Acquired Company is not a party to, or bound by, any collective bargaining agreement, Contract contract or other agreement or understanding with a labor union or labor organization, nor is it the subject of any proceeding asserting that it has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment nor is there any strike, work stoppage or other labor dispute involving it pending or, to its Knowledgeknowledge, threatened, any of which could have a Material Adverse Effect material adverse effect with respect to ParentAcquired Company. (c3) The conduct of the business of each of Parent and Merger Sub Acquired Company complies with all statutes, Lawslaws, regulations, ordinances, rules, judgments, Ordersorders, decrees or arbitration awards applicable thereto.

Litigation; Labor Matters; Compliance with Laws. (ai) There Except as disclosed in the Recent SEC Documents, there is no suit, action or proceeding or investigation pending or, to the Knowledge knowledge of each of Parent and Merger Subthe Company, threatened against or affecting Parent the Company or Merger Sub any of its subsidiaries or any basis for any such suit, action, proceeding or investigation that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect material adverse effect with respect to each of Parent or Merger Sub the Company or prevent, hinder or materially delay the ability of each of Parent and Merger Sub the Company to consummate the transactions contemplated by this Agreement, nor is there any judgment, decree, injunction, rule or Order order of any Governmental Entity or arbitrator outstanding against Parent the Company or Merger Sub any of its subsidiaries having, or which, insofar as reasonably could be foreseen by Parent or Merger Subthe Company, in the future could have, any such effect. (bii) Each Neither the Company nor any of Parent and Merger Sub its subsidiaries is not a party to, or bound by, any collective bargaining agreement, Contract contract or other agreement or understanding with a labor union or labor organization, nor is it or any of its subsidiaries the subject of any proceeding asserting that it or any subsidiary has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment nor is there any strike, work stoppage or other labor dispute involving it or any of its subsidiaries pending or, to its Knowledgeknowledge, threatened, any of which could have a Material Adverse Effect material adverse effect with respect to Parentthe Company. (ciii) The conduct of the business of each of Parent the Company and Merger Sub each of its subsidiaries complies with all statutes, Lawslaws, regulations, ordinances, rules, judgments, Ordersorders, decrees or arbitration awards applicable thereto, except for violations or failures so to comply, if any, that, individually or in the aggregate, could not reasonably be expected to have a material adverse effect with respect to the Company.

Litigation; Labor Matters; Compliance with Laws. (ai) There is no suit, action or proceeding or investigation pending or, to the Knowledge knowledge of each of Parent and Merger SubRemSleep Holdings, threatened against or affecting Parent or Merger Sub RemSleep Holdings or any basis for any such suit, action, proceeding or investigation that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect material adverse effect with respect to each of Parent or Merger Sub RemSleep Holdings or prevent, hinder or materially delay the ability of each of Parent and Merger Sub RemSleep Holdings to consummate the transactions contemplated by this Agreement, nor is there any judgment, decree, injunction, rule or Order order of any Governmental Entity or arbitrator outstanding against Parent or Merger Sub RemSleep Holdings having, or which, insofar as reasonably could be foreseen by Parent or Merger SubRemSleep Holdings, in the future could have, any such effect. (bii) Each of Parent and Merger Sub RemSleep Holdings is not a party to, or bound by, any collective bargaining agreement, Contract contract or other agreement or understanding with a labor union or labor organization, nor is it the subject of any proceeding asserting that it has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment nor is there any strike, work stoppage or other labor dispute involving it pending or, to its Knowledgeknowledge, threatened, any of which could have a Material Adverse Effect material adverse effect with respect to ParentRemSleep Holdings. (ciii) The conduct of the business of each of Parent and Merger Sub RemSleep Holdings complies with all statutes, Lawslaws, regulations, ordinances, rules, judgments, Ordersorders, decrees or arbitration awards applicable thereto.

Litigation; Labor Matters; Compliance with Laws. (ai) There is no suit, action or proceeding or investigation pending or, to the Knowledge knowledge of each of Parent and Merger SubNeoHydro Technologies Corp., threatened against or affecting Parent or Merger Sub NeoHydro Technologies Corp. or any basis for any such suit, action, proceeding or investigation that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect material adverse effect with respect to each of Parent or Merger Sub NeoHydro Technologies Corp. or prevent, hinder or materially delay the ability of each of Parent and Merger Sub NeoHydro Technologies Corp. to consummate the transactions contemplated by this Agreement, nor is there any judgment, decree, injunction, rule or Order order of any Governmental Entity or arbitrator outstanding against Parent or Merger Sub NeoHydro Technologies Corp. having, or which, insofar as reasonably could be foreseen by Parent or Merger SubNeoHydro Technologies Corp., in the future could have, any such effect. (bii) Each of Parent and Merger Sub NeoHydro Technologies Corp. is not a party to, or bound by, any collective bargaining agreement, Contract contract or other agreement or understanding with a labor union or labor organization, nor is it the subject of any proceeding asserting that it has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment nor is there any strike, work stoppage or other labor dispute involving it pending or, to its Knowledgeknowledge, threatened, any of which could have a Material Adverse Effect material adverse effect with respect to Parent.NeoHydro Technologies Corp.. (ciii) The conduct of the business of each of Parent and Merger Sub NeoHydro Technologies Corp. complies with all statutes, Lawslaws, regulations, ordinances, rules, judgments, Ordersorders, decrees or arbitration awards applicable thereto.

Litigation; Labor Matters; Compliance with Laws. (ai) There is no suit, action or proceeding or investigation pending or, to the Knowledge of each of Parent and Merger Sub, or threatened against or affecting Parent or Parent, Merger Sub or Sole Officer or any basis for any such suit, action, proceeding or investigation that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect with respect to each of Parent or Merger Sub or prevent, hinder or materially delay the ability of each of Parent and Parent, Merger Sub or Sole Officer to consummate the transactions contemplated by this Agreement, nor is there any judgment, decree, injunction, rule or Order order of any Governmental Entity governmental entity or arbitrator outstanding against Parent or Merger Sub having, or which, insofar as reasonably could be foreseen by Parent or Merger Sub, in the future could have, any such effect. (bii) Each of Parent and Merger Sub is are not a party to, or bound by, any collective bargaining agreement, Contract contract or other agreement or understanding with a labor union or labor organization, nor is it the subject of any proceeding asserting that it has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment nor is there any strike, work stoppage or other labor dispute involving it pending or, to its Knowledgeknowledge, threatened, any of which could have a Material Adverse Effect with respect to Parent. (ciii) The conduct of the business of each of Parent and Merger Sub complies with all statutes, Lawslaws, regulations, ordinances, rules, judgments, Ordersorders, decrees or arbitration awards applicable thereto.

Litigation; Labor Matters; Compliance with Laws. (a) There is no suit, action or proceeding or investigation pending or, to the Knowledge of each of Parent and Merger SubBuyer, threatened against or affecting Parent or Merger Sub Buyer or any basis for any such suit, action, proceeding or investigation that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect with respect to each of Parent or Merger Sub or prevent, hinder or materially delay the ability of each of Parent and Merger Sub Buyer to consummate the transactions contemplated by this AgreementTransactions, nor is there any judgment, decree, injunction, rule or Order of any Governmental Entity or arbitrator outstanding against Parent or Merger Sub Buyer having, or which, insofar as reasonably could be foreseen by Parent or Merger SubXxxxx, in the future could have, any such effect. (b) Each of Parent and Merger Sub Buyer is not a party to, or bound by, any collective bargaining agreement, Contract or other agreement or understanding with a labor union or labor organization, nor is it the subject of any proceeding asserting that it has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment nor is there any strike, work stoppage or other labor dispute involving it pending or, to its Knowledge, threatened, any of which could have a Material Adverse Effect with respect to Parent. (c) The conduct of the business of each of Parent and Merger Sub Buyer complies with all statutes, Laws, regulations, ordinances, rules, judgments, Orders, decrees or arbitration awards applicable thereto. (d) Neither the Buyer nor to the Buyer’s Knowledge, any director or officer thereof, is or has been the subject of any Order involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Buyer, there is not pending or contemplated, any investigation by the SEC involving the Buyer or any current or former director or officer of the Buyer.

Litigation; Labor Matters; Compliance with Laws. (a) There is no suit, action or proceeding or investigation pending or, to the Knowledge of the Company and each of Parent and Merger Subits Subsidiaries, threatened against or affecting Parent or Merger Sub the Company and each of its Subsidiaries or any basis for any such suit, action, proceeding or investigation that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect with respect to the Company and each of Parent or Merger Sub its Subsidiaries or prevent, hinder or materially delay the ability of each of Parent and Merger Sub the Company to consummate the transactions contemplated by this AgreementTransactions, nor is there any judgment, decree, injunction, rule or Order of any Governmental Entity or arbitrator outstanding against Parent or Merger Sub the Company and each of its Subsidiaries having, or which, insofar as reasonably could be foreseen by Parent or Merger Subthe Company and each of its Subsidiaries, in the future could have, any such effect. (b) Each The Company and each of Parent and Merger Sub its Subsidiaries is not a party to, or bound by, any collective bargaining agreement, Contract or other agreement or understanding with a labor union or labor organization, nor is it the subject of any proceeding asserting that it has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment nor is there any strike, work stoppage or other labor dispute involving it pending or, to its Knowledge, threatened, any of which could have a Material Adverse Effect with respect to ParentCompany and each of its Subsidiaries. (c) The conduct of the business of the Company and each of Parent and Merger Sub its Subsidiaries complies with all statutes, Laws, regulations, ordinances, rules, judgments, Orders, decrees or arbitration awards applicable thereto, except as would not have a Material Adverse Effect with respect to the Company and each of its Subsidiaries.

Litigation; Labor Matters; Compliance with Laws. (ai) There Except as disclosed in the Recent General SEC Documents, there is no suit, action or proceeding or investigation pending or, to the Knowledge knowledge of each of Parent and Merger SubGeneral, threatened against or affecting Parent General or Merger Sub any of its subsidiaries or any basis for any such suit, action, proceeding or investigation that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect material adverse effect with respect to each of Parent or Merger Sub General or prevent, hinder or materially delay the ability of each of Parent and Merger Sub General to consummate the transactions contemplated by this Agreement or the Stock Option Agreement, nor is there any judgment, decree, injunction, rule or Order order of any Governmental Entity or arbitrator outstanding against Parent General or Merger Sub any of its subsidiaries having, or which, insofar as reasonably could be foreseen by Parent or Merger SubGeneral, in the future could have, any such effect. (bii) Each Neither General nor any of Parent and Merger Sub its subsidiaries is not a party to, or bound by, any collective bargaining agreement, Contract contract or other agreement or understanding with a labor union or labor organization, nor is it or any of its subsidiaries the subject of any proceeding asserting that it or any subsidiary has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment nor is there any strike, work stoppage or other labor dispute involving it or any of its subsidiaries pending or, to its Knowledgeknowledge, threatened, any of which could have a Material Adverse Effect material adverse effect with respect to ParentGeneral. (ciii) The conduct of the business of each of Parent General and Merger Sub each of its subsidiaries complies with all statutes, Lawslaws, regulations, ordinances, rules, judgments, Ordersorders, decrees or arbitration awards applicable thereto, except for violations or failures so to comply, if any, that, individually or in the aggregate, could not reasonably be expected to have a material adverse effect with respect to General.

Litigation; Labor Matters; Compliance with Laws. (ai) There is no suit, action or proceeding or investigation pending or, to the Knowledge knowledge of each of Parent and Merger Subthe Company, threatened against or affecting Parent or Merger Sub the Company or any basis for any such suit, action, proceeding or investigation that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect material adverse effect with respect to each of Parent or Merger Sub the Company or prevent, hinder or materially delay the ability of each of Parent and Merger Sub the Company to consummate the transactions contemplated by this Agreement, nor is there any judgment, decree, injunction, rule or Order order of any Governmental Entity or arbitrator outstanding against Parent or Merger Sub the Company having, or which, insofar as reasonably could be foreseen by Parent or Merger Subthe Company, in the future could have, any such effect, with the exception of pending litigation with Xxxxxxx Limited Partners as disclosed in the Company's audited financial statements. (bii) Each of Parent and Merger Sub The Company is not a party to, or bound by, any collective bargaining agreement, Contract contract or other agreement or understanding with a labor union or labor organization, nor is it the subject of any proceeding asserting that it has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment nor is there any strike, work stoppage or other labor dispute involving it pending or, to its Knowledgeknowledge, threatened, any of which could have a Material Adverse Effect material adverse effect with respect to Parentthe Company. (ciii) The conduct of the business of each of Parent and Merger Sub the Company complies with all statutes, Lawslaws, regulations, ordinances, rules, judgments, Ordersorders, decrees or arbitration awards applicable thereto.

Litigation; Labor Matters; Compliance with Laws. (ai) There is no suit, action or proceeding or investigation pending or, to the Knowledge knowledge of each of Parent and Merger SubPrairie Nevada, threatened against or affecting Parent or Merger Sub Prairie Nevada or any basis for any such suit, action, proceeding or investigation that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect material adverse effect with respect to each of Parent or Merger Sub Prairie Nevada or prevent, hinder or materially delay the ability of each of Parent and Merger Sub Prairie Nevada to consummate the transactions contemplated by this Agreement, nor is there any judgment, decree, injunction, rule or Order order of any Governmental Entity or arbitrator outstanding against Parent or Merger Sub Prairie Nevada having, or which, insofar as reasonably could be foreseen by Parent or Merger SubPrairie Nevada, in the future could have, any such effect. (bii) Each of Parent and Merger Sub Prairie Nevada is not a party to, or bound by, any collective bargaining agreement, Contract contract or other agreement or understanding with a labor union or labor organization, nor is it the subject of any proceeding asserting that it has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment nor is there any strike, work stoppage or other labor dispute involving it pending or, to its Knowledgeknowledge, threatened, any of which could have a Material Adverse Effect material adverse effect with respect to ParentPrairie Nevada. (ciii) The conduct of the business of each of Parent and Merger Sub Prairie Nevada complies with all statutes, Lawslaws, regulations, ordinances, rules, judgments, Ordersorders, decrees or arbitration awards applicable thereto.

Litigation; Labor Matters; Compliance with Laws. (a) There Except as set forth on Schedule 4.9 to this Agreement, there is no suit, action or proceeding or investigation pending or, to the Knowledge of each of Parent and Merger SubBuyer, threatened against or affecting Parent or Merger Sub Buyer or any basis for any such suit, action, proceeding or investigation that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect with respect to each of Parent or Merger Sub Buyer or prevent, hinder or materially delay the ability of each of Parent and Merger Sub Buyer to consummate the transactions contemplated by this AgreementExchange, nor is there any judgment, decree, injunction, rule or Order of any Governmental Entity or arbitrator outstanding against Parent or Merger Sub Buyer having, or which, insofar as reasonably could be foreseen by Parent or Merger SubBuyer, in the future could have, any such effect. (b) Each of Parent and Merger Sub Buyer is not a party to, or bound by, any collective bargaining agreement, Contract or other agreement or understanding with a labor union or labor organization, nor is it the subject of any proceeding asserting that it has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment nor is there any strike, work stoppage or other labor dispute involving it pending or, to its Knowledge, threatened, any of which could have a Material Adverse Effect with respect to ParentBuyer. As of the date of this Agreement, there are no employee grievances, complaints or charges pending against Buyer or, to Buyer’s Knowledge, otherwise related to the business under any employee dispute resolution procedure. Buyer is in compliance in all material respects with all applicable federal, state, local and all other applicable laws, regulations, ordinances or orders with respect to employment and employment practices, terms and conditions of employment and wages and hours. Except as would not result in a material liability, neither Buyer nor, to Buyer’s Knowledge, any of its Affiliates has misclassified any Employee as an independent contractor, temporary employee, leased employee, volunteer or any other servant or agent compensated other than through reportable wages as an employee (each a “Contingent Worker”) and no Contingent Worker has been improperly excluded from any benefit plan of the Buyer. (c) The Buyer and each Subsidiary is and has been since January 1, 2018, in compliance in all material respects with all Laws and Governmental Orders applicable to the conduct of its business as described in the business Buyer SEC Reports. Since January 1, 2018, neither Buyer nor any Subsidiary has received any written notice or other written communication from any Governmental Authority or any other person regarding any actual or alleged violation of each or failure to comply with any term or requirement of Parent any such Law or Governmental Order. (d) Neither the Buyer nor to the best of Buyer’s Knowledge, any director or officer thereof, is or has been the subject of any Order involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and Merger Sub complies with all statutesto the best knowledge of the Buyer, Lawsthere is not pending or contemplated, regulations, ordinances, rules, judgments, Orders, decrees any investigation by the SEC involving the Buyer or arbitration awards applicable theretoany current or former director or officer of the Buyer.

Litigation; Labor Matters; Compliance with Laws. (a) There Except as set forth in the Buyer SEC Documents, there is no suit, action or proceeding or investigation pending or, to the Knowledge of each of Parent and Merger SubBuyer, threatened against or affecting Parent or Merger Sub Buyer or any basis for any such suit, action, proceeding or investigation that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect with respect to each of Parent or Merger Sub Buyer or prevent, hinder or materially delay the ability of each of Parent and Merger Sub Buyer to consummate the transactions contemplated by this AgreementTransactions, nor is there any judgment, decree, injunction, rule or Order of any Governmental Entity or arbitrator outstanding against Parent or Merger Sub Buyer having, or which, insofar as reasonably could be foreseen by Parent or Merger SubBuyer, in the future could have, any such effect. (b) Each of Parent and Merger Sub Buyer is not a party to, or bound by, any collective bargaining agreement, Contract or other agreement or understanding with a labor union or labor organization, nor is it the subject of any proceeding asserting that it has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment nor is there any strike, work stoppage or other labor dispute involving it pending or, to its Knowledge, threatened, any of which could have a Material Adverse Effect with respect to ParentBuyer. (c) The conduct of the business of each of Parent and Merger Sub Buyer complies with all statutes, Laws, regulations, ordinances, rules, judgments, Orders, decrees or arbitration awards applicable thereto. (d) Neither the Buyer nor to the Buyer's Knowledge, any director or officer thereof, is or has been the subject of any Order involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Buyer, there is not pending or contemplated, any investigation by the SEC involving the Buyer or any current or former director or officer of the Buyer.

Litigation; Labor Matters; Compliance with Laws. (a) There As of the date of this Agreement, there is no suit, action or proceeding or or, to the Knowledge of Parent, investigation pending or, to the Knowledge of each of Parent and Merger Sub, threatened against or affecting Parent or Merger Sub or to the Knowledge of Parent, any basis for any such suit, action, proceeding or investigation in each case that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect with respect to each of Parent or Merger Sub or prevent, hinder or materially delay the ability of each of Parent and Merger Sub to consummate the transactions contemplated by this Agreement, nor is there any judgment, decree, injunction, rule or Order of any Governmental Entity or arbitrator outstanding against Parent or Merger Sub having, or which, insofar as reasonably could be foreseen by Parent or Merger Sub, in the future could have, any such effect. (b) Each of Parent and Merger Sub is not a party to, or bound by, any collective bargaining agreement, Contract or other agreement or understanding with a labor union or labor organization, nor is it it, as of the date of this Agreement, the subject of any proceeding asserting that it has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment nor nor, as of the date of this Agreement, is there any strike, work stoppage or other labor dispute involving it pending or, to its Knowledge, threatened, any of which in each case that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect with respect to Parent. (c) The conduct of the business of each Each of Parent and Merger Sub complies is in compliance with all statutes, Laws, regulations, ordinances, rules, judgments, Orders, decrees or arbitration awards applicable theretoto each of Parent and Merger Sub or by which Parent or Merger Sub or any of its respective businesses or properties is bound, except for such non-compliance that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on either Parent or Merger Sub.

Litigation; Labor Matters; Compliance with Laws. (a) There is no suit, action or proceeding or investigation pending or, to the Knowledge of each of Parent and Merger Sub, or threatened against or affecting Parent AMCF or Merger Sub any AMCF Subsidiary or any basis for any such suit, action, proceeding or investigation that, individually or in the aggregate, could reasonably be expected to have a an AMCF Material Adverse Effect with respect to each of Parent AMCF or Merger Sub any AMCF Subsidiary or prevent, hinder or materially delay the ability of each of Parent and Merger Sub AMCF or any AMCF Subsidiary to consummate the transactions contemplated by this Agreement, nor is there any judgment, decree, injunction, rule or Order order of any Governmental Entity governmental entity or arbitrator outstanding against Parent AMCF or Merger Sub any AMCF Subsidiary having, or which, insofar as reasonably could be foreseen by Parent AMCF or Merger Subany AMCF Subsidiary, in the future could have, any such effect. (b) Each of Parent and Merger Sub is AMCF or any AMCF Subsidiary are not a party to, or bound by, any collective bargaining agreement, Contract contract or other agreement or understanding with a labor union or labor organization, nor is it the subject of any proceeding asserting that it has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment nor is there any strike, work stoppage or other labor dispute involving it pending or, to its Knowledgeknowledge, threatened, any of which could have a an AMCF Material Adverse Effect with respect to ParentAMCF. (c) The conduct of the business of each of Parent and Merger Sub AMCF or any AMCF Subsidiary complies with all statutes, Lawslaws, regulations, ordinances, rules, judgments, Ordersorders, decrees or arbitration awards applicable thereto.

Litigation; Labor Matters; Compliance with Laws. (a) There is no suit, action or proceeding or investigation pending or, to the Knowledge of each of Parent and Merger Sub, or threatened against or affecting Parent WHEC or Merger Sub any WHEC Subsidiary or any basis for any such suit, action, proceeding or investigation that, individually or in the aggregate, could reasonably be expected to have a WHEC Material Adverse Effect with respect to each of Parent WHEC or Merger Sub any WHEC Subsidiary or prevent, hinder or materially delay the ability of each of Parent and Merger Sub WHEC or any WHEC Subsidiary to consummate the transactions contemplated by this Agreement, nor is there any judgment, decree, injunction, rule or Order order of any Governmental Entity governmental entity or arbitrator outstanding against Parent WHEC or Merger Sub any WHEC Subsidiary having, or which, insofar as reasonably could be foreseen by Parent WHEC or Merger Subany WHEC Subsidiary, in the future could have, any such effect. (b) Each of Parent and Merger Sub is WHEC or any WHEC Subsidiary are not a party to, or bound by, any collective bargaining agreement, Contract contract or other agreement or understanding with a labor union or labor organization, nor is it the subject of any proceeding asserting that it has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment nor is there any strike, work stoppage or other labor dispute involving it pending or, to its Knowledgeknowledge, threatened, any of which could have a WHEC Material Adverse Effect with respect to ParentWHEC. (c) The conduct of the business of each of Parent and Merger Sub WHEC or any WHEC Subsidiary complies with all statutes, Lawslaws, regulations, ordinances, rules, judgments, Ordersorders, decrees or arbitration awards applicable thereto.

Litigation; Labor Matters; Compliance with Laws. (ai) There is no suit, action or proceeding or investigation pending or, to the Knowledge of each of Parent and Merger Sub, or threatened against or affecting Parent Jasper or Merger Sub any Jasper Subsidiary or any basis for any such suit, action, proceeding or investigation that, individually or in the aggregate, could reasonably be expected to have a Jasper Material Adverse Effect with respect to each of Parent Jasper or Merger Sub any Jasper Subsidiary or prevent, hinder or materially delay the ability of each of Parent and Merger Sub Jasper or any Jasper Subsidiary to consummate the transactions contemplated by this Agreement, nor is there any judgment, decree, injunction, rule or Order order of any Governmental Entity governmental entity or arbitrator outstanding against Parent Jasper or Merger Sub any Jasper Subsidiary having, or which, insofar as reasonably could be foreseen by Parent Jasper or Merger Subany Jasper Subsidiary, in the future could have, any such effect. (bii) Each of Parent and Merger Sub is Jasper or any Jasper Subsidiary are not a party to, or bound by, any collective bargaining agreement, Contract contract or other agreement or understanding with a labor union or labor organization, nor is it the subject of any proceeding asserting that it has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment nor is there any strike, work stoppage or other labor dispute involving it pending or, to its Knowledgeknowledge, threatened, any of which could have a Jasper Material Adverse Effect with respect to ParentJasper. (ciii) The conduct of the business of each of Parent and Merger Sub Jasper or any Jasper Subsidiary complies with all statutes, Lawslaws, regulations, ordinances, rules, judgments, Ordersorders, decrees or arbitration awards applicable thereto.

Litigation; Labor Matters; Compliance with Laws. (a) There is no suit, action or proceeding or investigation pending or, to the Knowledge of each of Parent the Company and Merger Subthe Shareholder, threatened against or affecting Parent the Company or Merger Sub the Shareholder or any basis for any such suit, action, proceeding or investigation that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect with respect to each of Parent the Company or Merger Sub the Shareholder or prevent, hinder or materially delay the ability of each of Parent and Merger Sub the Company or the Shareholder to consummate the transactions contemplated by this AgreementTransactions, nor is there any judgment, decree, injunction, rule or Order of any Governmental Entity or arbitrator outstanding against Parent or Merger Sub the Company having, or which, insofar as reasonably could be foreseen by Parent or Merger Subthe Company, in the future could have, any such effect. Neither the Company, the Shareholder nor to the Company's Knowledge, the Shareholder's Knowledge any director or officer of the Company or the Shareholder thereof, is or has been the subject of any Order involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company and the Shareholder, there is not pending or contemplated, any investigation by the SEC involving the Company, the Shareholder or any current or former director or officer of the Company or the Shareholder. (b) Each of Parent and Merger Sub The Company is not a party to, or bound by, any collective bargaining agreement, Contract or other agreement or understanding with a labor union or labor organization, nor is it the subject of any proceeding asserting that it has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment nor is there any strike, work stoppage or other labor dispute involving it pending or, to its Knowledge, threatened, any of which could have a Material Adverse Effect with respect to ParentCompany. (c) The conduct of the business of each of Parent the Company and Merger Sub the Shareholder complies with all statutes, Laws, regulations, ordinances, rules, judgments, Orders, decrees or arbitration awards applicable thereto, except as would not have a Material Adverse Effect with respect to the Company or the Shareholder.

Litigation; Labor Matters; Compliance with Laws. (ai) There Except as disclosed in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 16, 2015, there is no suit, action or proceeding or investigation pending or, to the Knowledge of each of Parent and Merger Sub, or threatened against or affecting Parent or Merger Sub the Company or any basis for any such suit, action, proceeding or investigation that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect with respect to each of Parent or Merger Sub the Company or prevent, hinder or materially delay the ability of each of Parent and Merger Sub the Company to consummate the transactions contemplated by this Agreement, nor is there any judgment, decree, injunction, rule or Order order of any Governmental Entity governmental entity or arbitrator outstanding against Parent or Merger Sub the Company having, or which, insofar as reasonably could be foreseen by Parent or Merger Subthe Company, in the future could have, any such effect. (bii) Each of Parent and Merger Sub The Company is not a party to, or bound by, any collective bargaining agreement, Contract contract or other agreement or understanding with a labor union or labor organization, nor is it the subject of any proceeding asserting that it has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment nor is there any strike, work stoppage or other labor dispute involving it pending or, to its Knowledgeknowledge, threatened, any of which could have a Material Adverse Effect with respect to Parentthe Company. (ciii) The conduct of the business of each of Parent and Merger Sub the Company complies with all statutes, Lawslaws, regulations, ordinances, rules, judgments, Ordersorders, decrees or arbitration awards applicable thereto.

Litigation; Labor Matters; Compliance with Laws. (ai) There is no suit, action or proceeding or investigation pending or, to the Knowledge knowledge of each of Parent and Merger SubAll in Blind, Inc., threatened against or affecting Parent or Merger Sub All in Blind, Inc. or any basis for any such suit, action, proceeding or investigation that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect material adverse effect with respect to each of Parent or Merger Sub All in Blind, Inc. or prevent, hinder or materially delay the ability of each of Parent and Merger Sub All in Blind, Inc. to consummate the transactions contemplated by this Agreement, nor is there any judgment, decree, injunction, rule or Order order of any Governmental Entity or arbitrator outstanding against Parent or Merger Sub All in Blind, Inc. having, or which, insofar as reasonably could be foreseen by Parent or Merger SubAll in Blind, Inc., in the future could have, any such effect. (bii) Each of Parent and Merger Sub All in Blind, Inc. is not a party to, or bound by, any collective bargaining agreement, Contract contract or other agreement or understanding with a labor union or labor organization, nor is it the subject of any proceeding asserting that it has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment nor is there any strike, work stoppage or other labor dispute involving it pending or, to its Knowledgeknowledge, threatened, any of which could have a Material Adverse Effect material adverse effect with respect to Parent.All in Blind, Inc.. (ciii) The conduct of the business of each of Parent and Merger Sub All in Blind, Inc. complies with all statutes, Lawslaws, regulations, ordinances, rules, judgments, Ordersorders, decrees or arbitration awards applicable thereto.

Litigation; Labor Matters; Compliance with Laws. (a) There Except as set forth on Schedule 4.9 to this Agreement, there is no suit, action or proceeding or investigation pending or, to the Knowledge of each of Parent and Merger SubBuyer, threatened against or affecting Parent or Merger Sub Buyer or any basis for any such suit, action, proceeding or investigation that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect with respect to each of Parent or Merger Sub Buyer or prevent, hinder or materially delay the ability of each of Parent and Merger Sub Buyer to consummate the transactions contemplated by this AgreementExchange, nor is there any judgment, decree, injunction, rule or Order of any Governmental Entity or arbitrator outstanding against Parent or Merger Sub Buyer having, or which, insofar as reasonably could be foreseen by Parent or Merger SubBxxxx, in the future could have, any such effect. (b) Each of Parent and Merger Sub Buyer is not a party to, or bound by, any collective bargaining agreement, Contract or other agreement or understanding with a labor union or labor organization, nor is it the subject of any proceeding asserting that it has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment nor is there any strike, work stoppage or other labor dispute involving it pending or, to its Knowledge, threatened, any of which could have a Material Adverse Effect with respect to ParentBuyer. As of the date of this Agreement, there are no employee grievances, complaints or charges pending against Buyer or, to Buyer’s Knowledge, otherwise related to the business under any employee dispute resolution procedure. Buyer is in compliance in all material respects with all applicable federal, state, local and all other applicable laws, regulations, ordinances or orders with respect to employment and employment practices, terms and conditions of employment and wages and hours. Except as would not result in a material liability, neither Buyer nor, to Buyer’s Knowledge, any of its Affiliates has misclassified any Employee as an independent contractor, temporary employee, leased employee, volunteer or any other servant or agent compensated other than through reportable wages as an employee (each a “Contingent Worker”) and no Contingent Worker has been improperly excluded from any benefit plan of the Buyer. (c) The Buyer and each Subsidiary is and has been since January 1, 2018, in compliance in all material respects with all Laws and Governmental Orders applicable to the conduct of its business as described in the business Buyer SEC Reports. Since January 1, 2018, neither Buyer nor any Subsidiary has received any written notice or other written communication from any Governmental Authority or any other person regarding any actual or alleged violation of each or failure to comply with any term or requirement of Parent any such Law or Governmental Order. (d) Neither the Buyer nor to the best of Bxxxx’s Knowledge, any director or officer thereof, is or has been the subject of any Order involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and Merger Sub complies with all statutesto the best knowledge of the Buyer, Lawsthere is not pending or contemplated, regulations, ordinances, rules, judgments, Orders, decrees any investigation by the SEC involving the Buyer or arbitration awards applicable theretoany current or former director or officer of the Buyer.

Litigation; Labor Matters; Compliance with Laws. (a) There is no suit, action or proceeding or investigation pending or, to the Knowledge of each of Parent and Merger Subthe Company, threatened against or affecting Parent or Merger Sub the Company and the Benefactum Subsidiaries or any basis for any such suit, action, proceeding or investigation that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect with respect to each of Parent or Merger Sub the Company and the Benefactum Subsidiaries or prevent, hinder or materially delay the ability of each of Parent and Merger Sub the Company to consummate the transactions contemplated by this AgreementTransactions, nor is there any judgment, decree, injunction, rule or Order of any Governmental Entity or arbitrator outstanding against Parent or Merger Sub the Company and the Benefactum Subsidiaries having, or which, insofar as reasonably could be foreseen by Parent or Merger Subthe Company, in the future could have, any such effect. (b) Each of Parent The Company and Merger Sub is the Benefactum Subsidiaries are not a party to, or bound by, any collective bargaining agreement, Contract or other agreement or understanding with a labor union or labor organization, nor is it are they the subject of any proceeding asserting that it has they have committed an unfair labor practice or seeking to compel it them to bargain with any labor organization as to wages or conditions of employment nor is there any strike, work stoppage or other labor dispute involving it them pending or, to its the Company’s Knowledge, threatened, any of which could have a Material Adverse Effect with respect to ParentCompany or the Benefactum Subsidiaries. (c) The conduct of the business of each of Parent the Company and Merger Sub the Benefactum Subsidiaries complies with all statutes, Laws, regulations, ordinances, rules, judgments, Orders, decrees or arbitration awards applicable thereto, except as would not have a Material Adverse Effect with respect to the Company and the Benefactum Subsidiaries.

Litigation; Labor Matters; Compliance with Laws. (a) There As of the date of this Agreement, there is no suit, action or proceeding or or, to the Knowledge of the Company, investigation pending or, to the Knowledge of each of Parent and Merger Subthe Company, threatened against or affecting Parent or Merger Sub or the Company, or, to the Knowledge of the Company, any basis for any such suit, action, proceeding or investigation investigation, in each case that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect with respect to each of Parent or Merger Sub the Company or prevent, hinder or materially delay the ability of each of Parent and Merger Sub the Company to consummate the transactions contemplated by this Agreement, nor is there any judgment, decree, injunction, rule or Order of any Governmental Entity or arbitrator outstanding against Parent or Merger Sub the Company having, or which, insofar as reasonably could be foreseen by Parent or Merger Subthe Company, in the future could have, any such effect. (b) Each of Parent and Merger Sub The Company is not a party to, or bound by, any collective bargaining agreement, Contract or other agreement or understanding with a labor union or labor organization, nor is it it, as of the date of this Agreement, the subject of any proceeding asserting that it has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment nor nor, as of the date of this Agreement, is there any strike, work stoppage or other labor dispute involving it pending or, to its Knowledge, threatened, any of which in each case that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect with respect to ParentCompany. (c) The conduct of the business of each of Parent and Merger Sub complies Company is in compliance with all statutes, Laws, regulations, ordinances, rules, judgments, Orders, decrees or arbitration awards applicable theretoto the Company or by which the Company or any of its businesses or properties is bound, except for such non-compliance that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company.

Litigation; Labor Matters; Compliance with Laws. (ai) There is no suit, action or proceeding or investigation pending or, to the Knowledge knowledge of each of Parent and Merger SubCayman Zhongtian, threatened against or affecting Parent or Merger Sub Cayman Zhongtian or any basis for any such suit, action, proceeding or investigation that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect material adverse effect with respect to each of Parent or Merger Sub Cayman Zhongtian or prevent, hinder or materially delay the ability of each of Parent and Merger Sub Cayman Zhongtian to consummate the transactions contemplated by this Agreement, nor is there any judgment, decree, injunction, rule or Order order of any Governmental Entity or arbitrator outstanding against Parent or Merger Sub Cayman Zhongtian having, or which, insofar as reasonably could be foreseen by Parent or Merger SubCayman Zhongtian, in the future could have, any such effect. (bii) Each of Parent and Merger Sub Cayman Zhongtian is not a party to, or bound by, any collective bargaining agreement, Contract contract or other agreement or understanding with a labor union or labor organization, nor is it the subject of any proceeding asserting that it has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment nor is there any strike, work stoppage or other labor dispute involving it pending or, to its Knowledgeknowledge, threatened, any of which could have a Material Adverse Effect material adverse effect with respect to ParentCayman Zhongtian. (ciii) The conduct of the business of each of Parent and Merger Sub Cayman Zhongtian complies with all statutes, Lawslaws, regulations, ordinances, rules, judgments, Ordersorders, decrees or arbitration awards applicable thereto, except where non-compliance would not have a material adverse effect with respect to Cayman Zhongtian or the Company.