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

Litigation; Labor Matters; Compliance with Laws. (i) Except as set forth in Section 3.01(i)(i) of the Company Disclosure Letter, there is no suit, action, claim, charge, arbitration, investigation or proceeding pending before or, to the knowledge of the Company, threatened by, a Governmental Entity, in each case with respect to the Company that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect with respect to the Company or prevent or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement or to perform its obligations hereunder. There is no judgment, decree, citation, injunction, rule or order of any Governmental Entity or arbitrator outstanding against the Company which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect with respect to the Company. (ii) Except as set forth in Section 3.01(i)(ii) of the Company Disclosure Letter (1) 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; (2) the Company is not the subject of any strike, grievance or other proceeding asserting that the Company has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; (3) there is no strike, work stoppage or other labor dispute involving the Company or, to its knowledge, threatened; (4) no grievance is pending or, to the knowledge of the Company, threatened against the Company which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect with respect to the Company; (5) the Company is in material compliance with all applicable laws (domestic and foreign), agreements, contracts and policies relating to employment, employment practices, wages, hours, immigration matters and terms and conditions of employment; (6) the Company has paid in full to all employees of the Company all wages, salaries, commissions, bonuses, benefits and other compensation due and payable to such employees under any policy, practice, agreement, plan, program, statute or other law; (7) the Company is not liable for any severance pay or other payments to any employee or former employee arising from the termination of employment under any benefit or severance policy, practice, agreement, plan or program of the Company, nor will the Company have any liability which exists or arises, or may be deemed to exist or arise, under any applicable law, contract or otherwise, as a result of or in connection with the transactions contemplated hereunder or as a result of the termination by the Company of any Persons employed by the Company on or prior to the Effective Time; and (8) the Company is in compliance with its obligations pursuant to the Worker Adjustment and Retraining Notification Act of 1988 (“WARN”) and any similar state or local laws, and all other employee notification and bargaining obligations arising under any statute or otherwise. (iii) The business of the Company is not being conducted in violation of any law (domestic or foreign), ordinance or regulation of any Governmental Entity in any material respect.

Litigation; Labor Matters; Compliance with Laws. (i) Except as set forth in Section 3.01(i)(iSchedule 3.01(h) of the Company Disclosure LetterSchedule set forth, there is no suitas of the date of this Agreement, actionall suits, claimactions, chargecounterclaims, arbitration, investigation proceedings or proceeding governmental or internal investigations pending before or, to the knowledge of the Company, threatened by, a Governmental Entity, in each case with respect writing against or affecting the Company or any of its subsidiaries other than those which could not reasonably be expected to result in liability to the Company thatin excess of $150,000 in the aggregate. None of such suits, actions, counterclaims, proceedings or investigations (and no other suits, actions, counterclaims, proceedings or investigations), individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect material adverse effect with respect to the Company or prevent or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement or to perform its obligations hereunder. There exploit all of the Company's licensed and other intellectual property rights; in addition, there is no not any judgment, decree, citation, injunction, rule or order of any Governmental Entity or arbitrator outstanding against the Company or any of its subsidiaries having, or which, individually or insofar as reasonably could be foreseen by the Company, in the aggregatefuture could have, could reasonably be expected to have a Material Adverse Effect with respect to the Companyany such effect. (ii) Except as set forth disclosed in Section 3.01(i)(ii3.01(h)(ii) of the Company Disclosure Letter (1) Schedule, neither the Company nor any of 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; (2) the Company , nor is not it or any of its subsidiaries the subject of any strike, grievance or other proceeding asserting that the Company 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; (3) employment nor is there is no any strike, work stoppage or other labor dispute involving the Company it or any of its subsidiaries pending or, to its knowledge, threatened; , any of which could reasonably be expected to have a material adverse effect with respect to the Company. (4iii) no grievance is pending orThe conduct of the business of each of the Company and each of its subsidiaries and, to the knowledge of the Company, threatened against its contractors complies with all statutes, laws, regulations, ordinances, rules, judgments, orders, decrees or arbitration awards applicable thereto, including the Company whichForeign Corrupt Practices Act, 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 material adverse effect with respect to the Company; (5) the Company is in material compliance with all applicable laws (domestic and foreign), agreements, contracts and policies relating to employment, employment practices, wages, hours, immigration matters and terms and conditions of employment; (6) the Company has paid in full to all employees of the Company all wages, salaries, commissions, bonuses, benefits and other compensation due and payable to such employees under any policy, practice, agreement, plan, program, statute or other law; (7) the Company is not liable for any severance pay or other payments to any employee or former employee arising from the termination of employment under any benefit or severance policy, practice, agreement, plan or program of the Company, nor will the Company have any liability which exists or arises, or may be deemed to exist or arise, under any applicable law, contract or otherwise, as a result of or in connection with the transactions contemplated hereunder or as a result of the termination by the Company of any Persons employed by the Company on or prior to the Effective Time; and (8) the Company is in compliance with its obligations pursuant to the Worker Adjustment and Retraining Notification Act of 1988 (“WARN”) and any similar state or local laws, and all other employee notification and bargaining obligations arising under any statute or otherwise. (iii) The business of the Company is not being conducted in violation of any law (domestic or foreign), ordinance or regulation of any Governmental Entity in any material respect.

Litigation; Labor Matters; Compliance with Laws. (i) Except as set forth in Section 3.01(i)(i3.01(g)(i) of the Company Disclosure Letter, there is no suit, action, claim, charge, arbitration, investigation or proceeding pending before or, to the knowledge of the Company, threatened by, a Governmental Entity, in each case with respect to the Company that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect with respect to the Company or prevent or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement or to perform its obligations hereunder. There is no judgment, decree, citation, injunction, rule or order of any Governmental Entity or arbitrator outstanding against the Company which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect with respect to the Company. (ii) Except as set forth in Section 3.01(i)(ii3.01(g)(ii) of the Company Disclosure Letter (1) the 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; (2) the Company is not the subject of any strike, grievance or other proceeding asserting that the Company has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; (3) there is no strike, work stoppage or other labor dispute involving the Company or, to its knowledge, threatened; (4) no grievance is pending or, to the knowledge of the Company, threatened against the Company which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect with respect to the Company; (5) the Company is in material compliance with all applicable laws (domestic and foreign), agreements, contracts and policies relating to employment, employment practices, wages, hours, immigration matters and terms and conditions of employment; (6) the Company has paid in full to all employees of the Company all wages, salaries, commissions, bonuses, benefits and other compensation due and payable to such employees under any policy, practice, agreement, plan, program, statute or other law; (7) the Company is not liable for any severance pay or other payments to any employee or former employee arising from the termination of employment under any benefit or severance policy, practice, agreement, plan or program of the Company, nor will the Company have any liability which exists or arises, or may be deemed to exist or arise, under any applicable law, contract or otherwise, as a result of or in connection with the transactions contemplated hereunder or as a result of the termination by the Company of any Persons employed by the Company on or prior to the Effective Time; and (8) the Company is in compliance with its obligations pursuant to the Worker Adjustment and Retraining Notification Act of 1988 (“WARN”) and any similar state or local laws, and all other employee notification and bargaining obligations arising under any statute or otherwise. (iii) The business of the Company is not being conducted in violation of any law (domestic or foreign), ordinance or regulation of any Governmental Entity in any material respect.

Litigation; Labor Matters; Compliance with Laws. (i) Except as set forth disclosed in Section 3.01(i)(i3.01(h)(i) of the Company Disclosure LetterSchedule or in the Recent SEC Documents, there is (1) no suit, action, claim, charge, arbitration, investigation arbitration or proceeding pending before orpending, and (2) to the knowledge of the Company, no suit, action, arbitration or proceeding threatened by, a Governmental Entity, in each case against or investigation pending with respect to the Company or any of its subsidiaries that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect with respect to the Company or prevent or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement or to perform its obligations hereunder. There , nor is no there any judgment, decree, citation, injunction, rule or order of any Governmental Entity or arbitrator outstanding against the Company or any of its subsidiaries which, individually or in the aggregate, has or could reasonably be expected to have a Material Adverse Effect with respect to the Companyhave, any such effect. (ii) Except as set forth disclosed in Section 3.01(i)(ii3.01(h)(ii) of the Company Disclosure Letter Schedule or in the Recent SEC Documents, (1) neither the Company nor any of 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; (2) to the knowledge of the Company, neither the Company nor any of its subsidiaries is not the subject of any strike, grievance or other proceeding asserting that the Company 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; (3) there is no strike, work stoppage or other similar labor dispute involving the Company it or any of its subsidiaries pending or, to its knowledge, threatened; (4) no grievance is pending or, to the knowledge of the Company, threatened against the Company or any of its subsidiaries which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect with respect to the Company; (5) to the knowledge of the Company, the Company and each subsidiary is in material compliance with all applicable laws (domestic and foreign), agreements, contracts contracts, and policies relating to employment, employment practices, wages, hours, immigration matters and terms and conditions of employmentemployment except for 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; (6) the Company has paid complied in full all material respects with its payment obligations to all employees of the Company and its subsidiaries in respect of all wages, salaries, commissions, bonuses, benefits and other compensation due and payable to such employees under any Company policy, practice, agreement, plan, program, program or any statute or other law; (7) the Company is not liable for any severance pay or other payments to any employee or former employee arising from the termination of employment under any benefit or severance policy, practice, agreement, plan plan, or program of the Company, nor to the knowledge of the Company will the Company have any liability which exists or arises, or may be deemed to exist or arise, under any applicable law, contract law or otherwise, as a result of or in connection with the transactions contemplated hereunder or as a result of the termination by the Company of any Persons persons employed by the Company or any of its subsidiaries on or prior to the Effective TimeTime of the Merger; and (8) the Company is in compliance with its obligations pursuant to the Worker Adjustment and Retraining Notification Act of 1988 (“"WARN”) and any similar state or local laws"), to the extent applicable, and all other employee notification and ---- bargaining obligations arising under any statute collective bargaining agreement or otherwisestatute. (iii) The business Company and its subsidiaries hold all permits, licenses, variances, exemptions, orders and approvals of all Governmental Entities which are material to the operation of the businesses of the Company is and its subsidiaries, taken as a whole (the "Company Permits"). The Company and its --------------- subsidiaries are in compliance with the terms of the Company Permits, except where the failure so to comply, individually or in the aggregate, would not have a Material Adverse Effect with respect to the Company. Except as disclosed in Section 3.01(h)(iii) of the Company Disclosure Schedule, the businesses of the Company and its subsidiaries are not being conducted in violation of any law (domestic or foreign), ordinance or regulation of any Governmental Entity Entity, except for possible violations which, individually or in any material respectthe aggregate, do not and could not reasonably be expected to have a Material Adverse Effect with respect to the Company.

Litigation; Labor Matters; Compliance with Laws. (i) Except as set forth disclosed in Section 3.01(i)(i3.01(h) of the Company Disclosure LetterSchedule, there is (1) no suit, action, claim, charge, arbitration, investigation or proceeding pending before ora Governmental Entity, and (2) to the knowledge of the Company, no suit, claim, charge, action, arbitration, investigation or proceeding threatened by, a Governmental Entity, in each case against or investigation pending with respect to the Company or any of its subsidiaries that, individually or in the aggregate, could reasonably be expected to would have a Material Adverse Effect with respect to the Company or prevent or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement or to perform its obligations hereunder. There , nor is no there any judgment, decree, citation, injunction, rule or order of any Governmental Entity or arbitrator outstanding against the Company or any of its subsidiaries which, individually or in the aggregate, has or could reasonably be expected to have a Material Adverse Effect with respect to the Companyhave, any such effect. (ii) Except as set forth disclosed in Section 3.01(i)(ii3.01(h)(ii) of the Company Disclosure Letter Schedule, (1) neither the Company nor any of 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; (2) to the knowledge of the Company, neither the Company nor any of its subsidiaries is not the subject of any strike, grievance or other proceeding asserting that the Company 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; (3) there is no strike, work stoppage or other labor dispute involving the Company it or any of its subsidiaries pending or, to its knowledge, threatened; (4) no grievance is pending or, to the knowledge of the Company, threatened against the Company or any of its subsidiaries which, individually or in the aggregate, could reasonably be expected to would have a Material Adverse Effect with respect to the Company; (5) to the knowledge of the Company, the Company and each subsidiary is in material compliance with all applicable laws (domestic and foreign), agreements, contracts and policies relating to employment, employment practices, wages, hours, immigration matters and terms and conditions of employmentemployment except for failures so to comply, if any, that, individually or in the aggregate, would not have a Material Adverse Effect with respect to the Company; (6) the Company has paid in full to all employees of the Company and its subsidiaries all wages, salaries, commissions, bonuses, benefits and other compensation due and payable to such employees under any policy, practice, agreement, plan, program, statute statue or other lawlaw except for failures, if any, that, individually or in the aggregate, would not have a Material Adverse Effect with respect to the Company; (7) the Company is not liable for any severance pay or other payments to any employee or former employee arising from the termination of employment under any benefit or severance policy, practice, agreement, plan plan, or program of the Company, nor to the knowledge of the Company will the Company have any liability which exists or arises, or may be deemed to exist or arise, under any applicable law, contract law or otherwise, as a result of or in connection with the transactions contemplated hereunder or as a result of the termination by the Company of any Persons persons employed by the Company or any of its subsidiaries on or prior to the Effective TimeTime of the Merger; and (8) the Company is in compliance with its obligations pursuant to the Worker Adjustment and Retraining Notification Act of 1988 (“"WARN”") and any similar state or local laws, and all other employee notification and bargaining obligations arising under any collective bargaining agreement, statute or otherwise. (iii) The business Company and its subsidiaries hold all permits, licenses, variances, exemptions, orders and approvals of all Governmental Entities which are material to the operation of the businesses of the Company is and its subsidiaries, taken as a whole (the "COMPANY PERMITS"). The Company and its subsidiaries are in compliance with the terms of the Company Permits, except where the failure so to comply, individually or in the aggregate, would not have a Material Adverse Effect with respect to the Company. Except as disclosed in Section 3.01(h)(iii) of the Company Disclosure Schedule, the businesses of the Company and its subsidiaries are not being conducted in violation of any law (domestic or foreign), ordinance or regulation of any Governmental Entity Entity, except for possible violations which, individually or in any material respectthe aggregate, do not and would not have a Material Adverse Effect with respect to the Company.

Litigation; Labor Matters; Compliance with Laws. (i) Except as set forth in Section 3.01(i)(iThere is (A) of the Company Disclosure Letter, there is no suit, action, claim, charge, arbitration, investigation inquiry, complaint, charge or other proceeding (“Litigation”) pending before orany court or Governmental Entity, and (B) to the knowledge of the Company, no Litigation threatened by, a Governmental Entity, in each case against or investigation or inquiry pending with respect to the Company thatthat in either case, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect with respect to the Company or prevent or materially delay the ability of the Company to consummate the transactions contemplated by this Merger Agreement or to perform its obligations hereunder. There , nor is no there any judgment, decree, citation, injunction, rule or order of any Governmental Entity or arbitrator outstanding against the Company which, individually or in the aggregate, has or could reasonably be expected to have a Material Adverse Effect with respect to the Companyhave, any such effect. (ii) Except as set forth in Section 3.01(i)(ii(A) of the Company Disclosure Letter (1) the 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 organizationorganization nor is any such contract or agreement presently being negotiated; (2B) the Company is not the subject of any strike, grievance or other proceeding asserting that the Company has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employmentemployment nor is any such proceeding threatened; (3C) there is no strike, work stoppage stoppage, slowdown or other similar labor dispute involving the Company pending or, to its the Company’s knowledge, threatened; (4D) no grievance is pending or, to the knowledge of the Company’s knowledge, threatened against the Company; (E) no representation question exists or has been raised respecting any of the Company’s employees within the past five years, nor to the knowledge of the Company whichare there any campaigns being conducted to authorize representation by any labor organization; (F) the Company is in compliance with all applicable laws, agreements, contracts, and policies relating to employment, employment practices, wages, hours, and terms and conditions of employment except for failures so to comply, if any, that individually or in the aggregate, aggregate could not reasonably be expected to have a Material Adverse Effect with respect to the Company; and (5) the Company is in material compliance with all applicable laws (domestic and foreign), agreements, contracts and policies relating to employment, employment practices, wages, hours, immigration matters and terms and conditions of employment; (6) the Company has paid in full to all employees of the Company all wages, salaries, commissions, bonuses, benefits and other compensation due and payable to such employees under any policy, practice, agreement, plan, program, statute or other law; (7G) the Company is not liable for any severance pay or other payments to any employee or former employee arising from the termination of employment under any benefit or severance policy, practice, agreement, plan or program of the Company, nor will the Company have any liability which exists or arisesa party to, or may be deemed to exist otherwise bound by, any consent decree with, or arisecitation by, under any applicable law, contract or otherwise, as a result of or in connection with the transactions contemplated hereunder or as a result of the termination by the Company of any Persons employed by the Company on or prior to the Effective Time; and (8) the Company is in compliance with its obligations pursuant to the Worker Adjustment and Retraining Notification Act of 1988 (“WARN”) and any similar state or local laws, and all other employee notification and bargaining obligations arising under any statute or otherwise. (iii) The business of the Company is not being conducted in violation of any law (domestic or foreign), ordinance or regulation of any Governmental Entity in any material respectrelating to employees or employment practices.

Litigation; Labor Matters; Compliance with Laws. (i) Except as set forth in Section 3.01(i)(i) of the Company Disclosure Letter, there There is no suit, action, claim, charge, arbitration, investigation or proceeding pending before ora Governmental Entity and, to the knowledge of the CompanyParent, no suit, action, claim, charge, arbitration, investigation or proceeding threatened by, a Governmental Entityagainst or pending, in each case with respect to the Company Parent that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect with respect to the Company Parent or prevent or materially delay the ability of the Company Parent and Merger Sub to consummate the transactions contemplated by this Agreement or to perform its their respective obligations hereunder. There , nor is no there any judgment, decree, citation, injunction, rule or order of any Governmental Entity or arbitrator outstanding against the Company Parent which, individually or in the aggregate, could reasonably be expected to have have, a Material Adverse Effect with respect to the CompanyParent. (ii) Except as set forth in Section 3.01(i)(ii3.02(g)(ii) of the Company Parent Disclosure Letter (1) the Company Parent 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; (2) the Company Parent is not the subject of any strike, grievance or other proceeding asserting that the Company Parent has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; (3) there is no strike, work stoppage or other labor dispute involving the Company Parent or, to its knowledge, threatened; (4) no grievance is pending or, to the knowledge of the CompanyParent, threatened against the Company Parent which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect with respect to the CompanyParent; (5) the Company Parent is in material compliance with all applicable laws (domestic and foreign), agreements, contracts and policies relating to employment, employment practices, wages, hours, immigration matters and terms and conditions of employment; (6) the Company Parent has paid in full to all employees of the Company Parent all wages, salaries, commissions, bonuses, benefits and other compensation due and payable to such employees under any policy, practice, agreement, plan, program, statute or other law; (7) the Company Parent is not liable for any severance pay or other payments to any employee or former employee arising from the termination of employment under any benefit or severance policy, practice, agreement, plan or program of the CompanyParent, nor will the Company Parent have any liability which exists or arises, or may be deemed to exist or arise, under any applicable law, contract law or otherwise, as a result of or in connection with the transactions contemplated hereunder or as a result of the termination by the Company Parent of any Persons employed by the Company Parent on or prior to the Effective Time; and (8) the Company Parent is in compliance with its obligations pursuant to the Worker Adjustment and Retraining Notification Act of 1988 (“WARN”) WARN and any similar state or local laws, and all other employee notification and bargaining obligations arising under any statute or otherwise. (iii) The business businesses of the Company Parent is not being conducted in violation of any law (domestic or foreign), ordinance or regulation of any Governmental Entity Entity, except for possible violations which, individually or in any material respectthe aggregate, do not and would not have a Material Adverse Effect with respect to Parent.

Litigation; Labor Matters; Compliance with Laws. (a) Except as disclosed in SCHEDULE 3.8, there is (i) Except as set forth in Section 3.01(i)(i) of the Company Disclosure Letter, there is no suit, action, claim, charge, arbitration, investigation action or proceeding or investigation pending before or, and (ii) to the knowledge of the Company, no suit, action or proceeding or investigation threatened by, a Governmental Entity, in each case with respect to against or affecting the Company that, individually or in the aggregate, could would reasonably be expected to have a Material Adverse Effect with respect to the Company or prevent prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement or to perform its obligations hereunder. There Agreement, nor is no there any judgment, decree, citation, injunction, rule or order of any Governmental Entity governmental entity or arbitrator outstanding against the Company which, individually having or which in the aggregatefuture could have, could reasonably be expected to have a Material Adverse Effect with respect to the Companyany such effect. (iib) Except as set forth disclosed in Section 3.01(i)(ii) of the Company Disclosure Letter SCHEDULE 3.8, (1i) 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; (2) the Company is not the subject of any strike, grievance or other proceeding asserting that the Company has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; (3ii) there is no strike, work stoppage or other labor dispute involving the Company pending or, to its knowledge, threatened; and (4) no grievance is pending or, to the knowledge of the Company, threatened against the Company which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect with respect to the Company; (5) the Company is in material compliance with all applicable laws (domestic and foreign), agreements, contracts and policies relating to employment, employment practices, wages, hours, immigration matters and terms and conditions of employment; (6) the Company has paid in full to all employees of the Company all wages, salaries, commissions, bonuses, benefits and other compensation due and payable to such employees under any policy, practice, agreement, plan, program, statute or other law; (7iii) the Company is not liable for any severance pay or other payments to any employee or former employee arising from the termination of employment under any benefit or severance policy, practice, agreement, plan plan, or program of the Company, nor will the Company have any liability which exists or arises, or may be deemed to exist or arise, under any applicable law, contract law or otherwise, as a result of or in connection with the transactions contemplated hereunder or as a result of the termination by the Company of any Persons persons employed by the Company on or prior to the Effective Time; and (8) the Company is in compliance with its obligations pursuant to the Worker Adjustment and Retraining Notification Act of 1988 (“WARN”) and any similar state or local laws, and all other employee notification and bargaining obligations arising under any statute or otherwise. (iiic) The conduct of the business of the Company is complies with all statutes, laws, regulations, ordinances, rules, judgments, orders, decrees or arbitration awards applicable thereto, except for violations or failures so to comply, if any, that, individually or in the aggregate, would not being conducted in violation of any law (domestic or foreign), ordinance or regulation of any Governmental Entity in any material respectreasonably be expected to have a Material Adverse Effect with respect to the Company.

Litigation; Labor Matters; Compliance with Laws. (i) Except as set forth disclosed in Section 3.01(i)(i3.01(h)(i) of the Company Disclosure LetterSchedule or in the Recent SEC Documents, there is (1) no suit, action, claim, charge, arbitration, investigation arbitration or proceeding pending before orpending, and (2) to the knowledge of the Company, no suit, action, arbitration or proceeding threatened by, a Governmental Entity, in each case against or investigation pending with respect to the Company or any of its subsidiaries that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect with respect to the Company or prevent or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement or to perform its obligations hereunder. There , nor is no there any judgment, decree, citation, injunction, rule or order of any Governmental Entity or arbitrator outstanding against the Company or any of its subsidiaries which, individually or in the aggregate, has or could reasonably be expected to have a Material Adverse Effect with respect to the Companyhave, any such effect. (ii) Except as set forth disclosed in Section 3.01(i)(ii3.01(h)(ii) of the Company Disclosure Letter Schedule or in the Recent SEC Documents, (1) neither the Company nor any of 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; (2) to the knowledge of the Company, neither the Company nor any of its subsidiaries is not the subject of any strike, grievance or other proceeding asserting that the Company 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; (3) there is no strike, work stoppage or other similar labor dispute involving the Company it or any of its subsidiaries pending or, to its knowledge, threatened; (4) no grievance is pending or, to the knowledge of the Company, threatened against the Company or any of its subsidiaries which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect with respect to the Company; (5) to the knowledge of the Company, the Company and each subsidiary is in material compliance with all applicable laws (domestic and foreign), agreements, contracts contracts, and policies relating to employment, employment practices, wages, hours, immigration matters and terms and conditions of employmentemployment except for 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; (6) the Company has paid complied in full all material respects with its payment obligations to all employees of the Company and its subsidiaries in respect of all wages, salaries, commissions, bonuses, benefits and other compensation due and payable to such employees under any Company policy, practice, agreement, plan, program, program or any statute or other law; (7) the Company is not liable for any severance pay or other payments to any employee or former employee arising from the termination of employment under any benefit or severance policy, practice, agreement, plan plan, or program of the Company, nor to the knowledge of the Company will the Company have any liability which exists or arises, or may be deemed to exist or arise, under any applicable law, contract law or otherwise, as a result of or in connection with the transactions contemplated hereunder or as a result of the termination by the Company of any Persons persons employed by the Company or any of its subsidiaries on or prior to the Effective TimeTime of the Merger; and (8) the Company is in compliance with its obligations pursuant to the Worker Adjustment and Retraining Notification Act of 1988 (“"WARN”) and any similar state or local laws"), to the extent applicable, and all other employee notification and bargaining obligations arising under any statute collective bargaining agreement or otherwisestatute. (iii) The business Company and its subsidiaries hold all permits, licenses, variances, exemptions, orders and approvals of all Governmental Entities which are material to the operation of the businesses of the Company is and its subsidiaries, taken as a whole (the "Company Permits"). The Company and its subsidiaries are in compliance with the terms of the Company Permits, except where the failure so to comply, individually or in the aggregate, would not have a Material Adverse Effect with respect to the Company. Except as disclosed in Section 3.01(h)(iii) of the Company Disclosure Schedule, the businesses of the Company and its subsidiaries are not being conducted in violation of any law (domestic or foreign), ordinance or regulation of any Governmental Entity Entity, except for possible violations which, individually or in any material respectthe aggregate, do not and could not reasonably be expected to have a Material Adverse Effect with respect to the Company.