Common use of Compliance with Employment Laws Clause in Contracts

Compliance with Employment Laws. The Company and each Subsidiary is in material compliance with all applicable foreign, federal, state and local Legal Requirements respecting employment, employment practices, terms and conditions of employment, worker classification, tax withholding, social security contributions withholding, prohibited discrimination, working time, employee representation, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, wages (including overtime wages) compensation, and hours of work. There are no material Actions pending or threatened against the Company, any Subsidiary, or any of their Employees relating to any Employee, Employee Agreement or Company Employee Plan. There are no material pending or threatened Actions against Company, any Subsidiary, any Company trustee or any trustee of any Subsidiary under any worker’s compensation policy or long-term disability policy. Neither the Company nor any Subsidiary is party to a conciliation agreement, consent decree or other agreement or order with any Governmental Entity with respect to employment practices. Except as set forth in Section 2.16 of the Disclosure Schedule, the services provided by each of the Company’s, each Subsidiary’s and their ERISA Affiliates’ Employees are terminable at the will of the Company and its ERISA Affiliates and any such termination would result in no liability to the Company or any ERISA Affiliate (other than ordinary administration expenses or with respect to benefits, other than bonuses, commissions or amounts under other compensation plans, that were previously earned, vested or accrued under Company Employee Plan prior to the Effective Time. Section 2.16(a) of the Disclosure Schedule lists all liabilities of the Company to any Employee that would result from the termination by the Company, Parent or any Subsidiary of such Employee’s employment or provision of services, other than those disclosed in Section 2.15(j). Neither the Company nor any ERISA Affiliate has any material direct or indirect liability with respect to any misclassification of any person as an independent contractor, intern, and/or temporary worker rather than as an employee, with respect to any employee leased from another employer or with respect to any employee currently or formerly classified as exempt from overtime wages.

Compliance with Employment Laws. The Company and each Subsidiary is and since January 1, 2017 has been in compliance in all material compliance respects with all applicable foreign, federal, state and local Legal Requirements and other Contracts or arrangements with any works council, employee representative or other labor organization or group of employees, and its own written policies and internal regulations respecting employment, employment practices, terms and conditions of employment, worker classification, tax withholding, social security contributions withholding, prohibited discrimination, working time, employee representation, equal employment, fair employment practices, meal and rest periods, calculation of holiday pay, unions, affirmative action plans, immigration statusstatus and legal right to work inspections, employee safety and health, wages (including overtime wages) ), compensation, and hours of work. There are no material Actions pending , or threatened against the Companyequivalent under applicable Legal Requirements, and in each case, with respect to Employees or other individual service providers is not liable for any Subsidiaryarrears of wages, salaries, holiday pay, bonuses, commissions, wage premiums, fees, expense reimbursements, severance or any other compensation, or any of their Employees relating payment to any Employee, Employee Agreement trust or Company Employee Plan. There are no material pending other fund governed by or threatened Actions against Company, any Subsidiary, any Company trustee maintained by or any trustee on behalf of any Subsidiary under any worker’s Governmental Entity, with respect to unemployment compensation policy benefits or long-term disability policyother benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). Neither the Company nor any Subsidiary is currently a party to a conciliation agreement, consent decree or other agreement or order with any federal, state, or local agency or Governmental Entity with respect to employment practices. Except as set forth in Section 2.16 of the Disclosure Schedule, the The services provided by each of the Company’s, ’s and each Subsidiary’s and their ERISA Affiliates’ Employees current employees inside the United States are terminable at the will of the Company and its ERISA Affiliates or any Subsidiary, and any such termination would result in no liability to the Company or any ERISA Affiliate Subsidiary for severance or similar payment or benefit (other than ordinary administration expenses or with respect to benefits, other than bonuses, commissions or amounts under other compensation plans, that were previously earned, vested or accrued under Company Employee Plan Plans prior to the Effective Time). Section 2.16(a) To the Knowledge of the Disclosure Schedule lists all liabilities of the Company to any Employee that would result from the termination by the Company, Parent or any Subsidiary of such Employee’s employment or provision of services, other than those disclosed in Section 2.15(j). Neither the Company nor any ERISA Affiliate has any no material direct or indirect liability with respect to any misclassification of any person as an independent contractor, intern, and/or temporary worker rather than as an employee, with respect to any employee leased from another employer or with respect to any employee currently or formerly classified as exempt from overtime wages.independent

Compliance with Employment Laws. The Company and each Subsidiary is in material compliance with all applicable foreign, federal, state and local Legal Requirements and other agreements or arrangements with any works council, employee representative or other labor organization or group of employees, and its own policies and internal regulations respecting employment, employment practices, terms and conditions of employment, worker classification, tax withholdingwithholding and reporting, social security contributions withholding, prohibited discrimination, working time, employee representation, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, wages (including overtime wages) ), compensation, and hours of work, or the equivalent under applicable Legal Requirements, and in each case, with respect to Employees: (i) has withheld and reported all amounts required by Legal Requirements or by Contract to be withheld and reported with respect to wages, salaries and other payments to Employees, (ii) is not liable for any arrears of wages, severance pay or any Taxes or social security contributions or any penalty for failure to comply with any of the foregoing, and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Entity, with respect to unemployment compensation benefits, social security and other payroll taxes or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). There are no material Actions pending pending, or to the Knowledge of the Company, threatened or reasonably anticipated against the Company, any Subsidiary, or any of their Employees relating to any Employee, Employee Agreement or Company Employee Plan. There are no pending or, or to the Knowledge of the Company, threatened or reasonably anticipated material pending or threatened Actions against Company, any Subsidiary, any Company trustee or any trustee of any Subsidiary under any worker’s compensation policy or long-term disability policy. Neither the Company nor any Subsidiary is currently a party to a conciliation agreement, consent decree or other agreement or order with any federal, state, or local agency or Governmental Entity with respect to employment practices. Except as set forth in Section 2.16 of the Disclosure Schedule, the The services provided by each of the Company’s, each Subsidiary’s and their ERISA Affiliates’ Employees current employees inside the United States are terminable at the will of the Company and its ERISA Affiliates Affiliates, and outside the United States are terminable in compliance with applicable Legal Requirements, and any such termination would result in no liability expenses to the Company or any ERISA Affiliate (other than statutory severance obligations, ordinary administration expenses expenses, previously agreed to severance pay or with respect to benefits, other than bonuses, commissions or amounts under other compensation plans, that were previously earned, vested or accrued under Company Employee Plan Plans prior to the First Merger Effective Time). Section 2.16(a2.17(a) of the Disclosure Schedule lists all liabilities of the Company current amounts owed to any Employee that would result from the termination by the Company, Parent or any Subsidiary of such Employee’s employment or provision of services, other than those disclosed in Section 2.15(j2.16(i). Neither To the Knowledge of the Company, neither the Company nor any ERISA Affiliate has any material direct or indirect liability with respect to any misclassification of any person as an independent contractor, intern, intern and/or temporary worker rather than as an employee, with respect to any employee leased from another employer or with respect to any employee currently or formerly classified as exempt from overtime wages, or the equivalent under applicable Legal Requirements.

Compliance with Employment Laws. The Company and each Subsidiary is in material compliance with all applicable foreign, federal, state and local Legal Requirements and other agreements or arrangements with any works council, employee representative or other labor organization or group of employees, and its own policies, respecting labor and employment, employment practices, terms and conditions of employment, severance worker classification (including overtime exemption classification and independent contractor classification), tax withholdingTax withholding and reporting, social security contributions withholding, prohibited discrimination, working time, employee representation, equal employment, fair employment practices, any applicable collective bargaining agreements, disability, workers’ compensation, wrongful termination, family and medical leave and other leaves of absence, meal and rest periods, immigration status, employee safety and health, wages (including overtime wages) ), compensation, and hours of work, or the equivalent under applicable Legal Requirements, and in each case, with respect to any current or former Employees: (i) has withheld and reported all amounts required by Legal Requirements or by Contract to be withheld and reported with respect to wages, salaries and other payments to Employees, (ii) is not liable for any arrears of wages, severance pay or any Taxes or social security contributions or any penalty for failure to comply with any of the foregoing, and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Entity, with respect to unemployment compensation benefits, social security and other payroll Taxes or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). There are no material Actions pending or, to the Knowledge of the Company, threatened or threatened reasonably anticipated against the Company, any Subsidiary, or any of their Employees relating to any Employee, Employee Agreement or Company Employee Plan. There are no material pending or, to the Knowledge of the Company, threatened or threatened reasonably anticipated Actions against Company, any Subsidiary, any Company trustee or any trustee of any Subsidiary under any worker’s compensation policy or long-term disability policy. Neither the Company nor any Subsidiary is currently a party to a conciliation agreement, consent decree or other agreement or order with any federal, state, or local agency or Governmental Entity with respect to employment practices. Except as set forth in Section 2.16 of the Disclosure Schedule, the The services provided by each of the Company’s, ’s and each Subsidiary’s and their ERISA Affiliates’ Employees current employees inside the United States are terminable at the will of the Company and its ERISA Affiliates Subsidiaries, and outside the United States are terminable in compliance with applicable Legal Requirements, and any such termination would result in no cost or liability to the Company Company, or any ERISA Affiliate a Subsidiary other than statutorily provided severance benefits or costs, except as set forth in Section 2.16(a) of the Disclosure Schedule. Section 2.16(a) of the Disclosure Schedule lists all liabilities (other than statutory severance obligations, ordinary administration expenses expenses, previously agreed to severance pay or with respect to benefits, other than bonuses, commissions or amounts under other compensation plans, that were previously earned, vested or accrued under Company Employee Plan Plans prior to the Effective Time. Section 2.16(a) of the Disclosure Schedule lists all liabilities of the Company or any Subsidiary owed to any Employee that would result from the termination by the Company, Parent or any Subsidiary of such Employee’s employment or provision of services, other than those disclosed in Section 2.15(j2.15(i). Neither the Company nor any ERISA Affiliate its Subsidiaries has any material direct or indirect liability with respect to any misclassification of any person as an independent contractor, intern, intern and/or temporary worker rather than as an employee, with respect to any employee leased from another employer or with respect to any employee currently or formerly classified as exempt from overtime wages, or the equivalent under applicable Legal Requirements. Table of Contents Within the five-year period preceding the date of this Agreement, there have not been any Actions to which the Company or any of the Subsidiaries or, to its Knowledge, any Employee was or is a party, concerning any alleged misfeasance or malfeasance by an Employee in connection with his/her employment, including any Action alleging financial, accounting, Tax, conflict of interest, illegal activity, fraudulent or deceptive conduct, discrimination/sexual harassment, or whistleblowing malfeasance. To the Company’s Knowledge, there is no reasonable basis on which a Governmental Entity could commence any such Action. Neither the Company, the Company’s Board of Directors or any committee thereof, nor any Person acting at the request of any of the foregoing has within the five-year period preceding the date of this Agreement initiated or conducted any internal investigations or inquiries concerning any such misfeasance or malfeasance by any Employee. To the Company’s Knowledge: (i) no complaints of harassment, discrimination or sexual misconduct have been made within the five-year period preceding the date of this Agreement against any (A) officer or director of the Company or its Subsidiaries, or (B) any employee of the Company or its Subsidiaries who, directly or indirectly, supervises or has managerial authority over other employees or service providers of the Company or its Subsidiaries, and (ii) the Company and its Subsidiaries have not within the five-year period preceding the date of this Agreement entered into any settlement agreement or conducted any investigation related to complaints of harassment, discrimination or sexual misconduct by an employee, contractor, director, officer, or other representative of the Company or its Subsidiaries.

Compliance with Employment Laws. The Company and each Subsidiary is Company Entity is, and has been since the Look-Back Date, in compliance, in all material compliance respects, with all Laws and any applicable foreign, federal, state and local Legal Requirements Labor Agreement respecting employment, employment practices, terms and conditions of employment, collective bargaining, worker classificationclassification (including the proper classification of workers as independent contractors or consultants and classification of employees as exempt or non-exempt under applicable Laws), tax Tax declaration and withholding, social security contributions withholdingwithholding and payment, prohibited discrimination, working time, employee representation, equal employment, fair employment practices, meal and rest periods, immigration statusleave of absence, affirmative action, workers’ compensation, disability rights or benefits, employee privacy, immigration, work permit and resident permit for foreign employees (where applicable), occupational safety and health, wages (including overtime wages) ), compensation, and hours of work. Except as would not be expected to result in material liability, the Company and each Company Entity: (i) has withheld and reported all amounts required by Law or by Contract to be withheld and reported with respect to wages, salaries and other payments to Employees, (ii) is not delinquent in payment of or otherwise liable for any arrears of wages, compensation, severance pay, bonuses, commissions, reimbursements, Social Insurances or any other compensation or other amounts payable to Employees or any Taxes or any penalty for failure to comply with any of the foregoing, and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice, or otherwise required by applicable Laws). There are no material Actions pending or or, to the Company’s Knowledge, threatened against the Company, Company or any Subsidiary, Company Entity or any of their Employees (or applicant for employment) relating to any Employee, Employee Agreement applicant for employment, employee Contract or Company Employee Plan. There Except for pending claims for benefits, there are no material pending or or, to the Company’s Knowledge, threatened Actions against Company, any Subsidiary, the Company or any Company trustee or any trustee of any Subsidiary under any worker’s compensation policy or long-term disability policy. Neither the The Company nor any Subsidiary is not a party to a conciliation agreement, consent decree or other agreement Contract or order Order with any federal, state, or local agency or Governmental Entity with respect to employment practices. Except as set forth in Section 2.16 of the Disclosure Schedulewould not be material, the services provided by each of the Company’s, each Subsidiary’s and their ERISA Affiliates’ Employees are terminable at the will of the Company and its ERISA Affiliates and any such termination would result in no liability to neither the Company or any ERISA Affiliate (other than ordinary administration expenses or with respect to benefits, other than bonuses, commissions or amounts under other compensation plans, that were previously earned, vested or accrued under Company Employee Plan prior to the Effective Time. Section 2.16(a) of the Disclosure Schedule lists all liabilities of the Company to any Employee that would result from the termination by the Company, Parent or any Subsidiary of such Employee’s employment or provision of services, other than those disclosed in Section 2.15(j). Neither the Company nor any ERISA Affiliate Entity has any material direct or indirect liability with respect to (x) any misclassification of any person Employee currently or formerly as an independent contractor, internconsultant, and/or temporary worker advisor, or similar service provider rather than as an employee, with respect to (y) any employee Employee leased from another employer employer, or with respect to (z) any employee misclassification of any Employee currently or formerly classified as exempt from overtime wages.

Compliance with Employment Laws. The Company and each Subsidiary of its Subsidiaries is and since December 31, 2016 has been in material compliance with all applicable foreign, federal, state and local Legal Requirements Laws respecting employment, employment practices, and terms and conditions of employment, including, without limitation, all Laws respecting worker classification, tax withholding, social security contributions withholdingworkers’ compensation, unemployment insurance, prohibited discrimination, working timediscrimination or harassment, employee representationleave issues, affirmative action, disability rights or benefits, plant closures and layoffs, equal employment, fair employment practices, meal and rest periods, immigration statusimmigration, employee safety and health, wages (including overtime wages) ), compensation, and hours of work, pay equity, labor relation and background checks. The Company and each of its Subsidiaries, where applicable, has been in compliance with Executive Order 11246 and all other applicable Laws requiring affirmative action or other employment-related actions for government contractors or subcontractors. In each case, with respect to Employees, Former Employees or current or former directors, officers, advisors, independent contractors or consultants, the Company and each of its Subsidiaries: (i) has withheld and reported in all material respects all amounts required by Law or by Contract to be withheld and reported with respect to wages, salaries and other payments to such persons, (ii) is not liable for any material arrears of wages, severance pay or any Taxes or any penalty for failure to comply with any of the foregoing, and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for such persons (other than routine payments to be made in the normal course of business and consistent with past practice). There are are, and since December 31, 2016, there have been, no material Actions pending or administrative matters pending, threatened or reasonably anticipated against the Company, any Subsidiary, or any of their Employees or Former Employees relating to any Employee, Former Employee, Employee Agreement Agreement, or Company Employee Plancurrent or former directors, officers, advisors, independent contractors or consultants. There are no material pending or threatened or reasonably anticipated Actions against the Company, any Subsidiary, any Company trustee or any trustee of any Subsidiary under any worker’s compensation policy or long-term disability policy. Neither the Company nor any Subsidiary is party to a conciliation agreement, consent decree or other agreement or order with any Governmental Entity with respect to employment practices. Except as set forth in Section 2.16 of the Disclosure Schedule, the services provided by each of the Company’s, each Subsidiary’s and their ERISA Affiliates’ Employees are terminable at the will of the Company and its ERISA Affiliates and any such termination would result in no liability to the Company or any ERISA Affiliate (other than ordinary administration expenses or with respect to benefits, other than bonuses, commissions or amounts under other compensation plans, that were previously earned, vested or accrued under Company Employee Plan prior to the Effective Time. Section 2.16(a) of the Disclosure Schedule lists all liabilities of the Company to any Employee that would result from the termination by the Company, Parent or any Subsidiary of such Employee’s employment or provision of services, other than those disclosed in Section 2.15(j). Neither the Company nor any ERISA Affiliate Subsidiary has any material direct or indirect liability with respect to any misclassification of any person as an independent contractor, intern, and/or temporary worker contractor rather than as an employee, with respect to any employee leased from another employer or with respect to any employee Employee or Former Employee currently or formerly classified as exempt from overtime wages. None of the Company or its Subsidiaries is party to a settlement agreement with an Employee, Former Employee, or current or former director, officer, advisor, independent contractor or consultant that involves allegations relating to sexual harassment. To the Knowledge of the Company, in the last five (5) years, no allegations of sexual harassment or other misconduct have been made against (x) any Key Employee, (y) any officer of the Company or its Subsidiaries or (z) an Employee, and no such harassment or misconduct has occurred during the such period (whether or not allegations have been made).

Compliance with Employment Laws. The Company and each Subsidiary of its Subsidiaries is in material compliance with all applicable foreign, federal, state and local Legal Requirements laws, rules and regulations respecting employment, employment practices, terms and conditions of employment, worker classification, tax withholding, social security contributions withholding, prohibited discrimination, working time, employee representation, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, wages (including overtime wages) ), compensation, and hours of work, and in each case, with respect to Employees: (i) has withheld and reported in all material respects all amounts required by law or by agreement to be withheld and reported with respect to wages, salaries and other payments to Employees, (ii) is not liable for any material arrears of wages, severance pay or any Taxes or any penalty for failure to comply with any of the foregoing, and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any governmental authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). There are no material Actions pending actions, suits, claims or administrative matters pending, threatened or reasonably anticipated against the Company, any SubsidiaryERISA Affiliate, or any of their Employees relating to any Employee, Employee Agreement or Company Employee Plan. There are no material pending or, to the Knowledge of the Company, threatened or threatened Actions reasonably anticipated claims (other than routine claims for benefits and appeals of such claims) or actions against Company, any SubsidiaryERISA Affiliate, any Company trustee or any trustee of any Subsidiary under any worker’s compensation policy or long-term disability policy. Neither the Company nor any Subsidiary ERISA Affiliate is party to a conciliation agreement, consent decree or other agreement or order with any Governmental Entity with respect to employment practices. Except as set forth in Section 2.16 of the Disclosure Schedule, the The services provided by each of the Company’s, each Subsidiary’s and their ERISA Affiliates’ Employees are terminable at the will of the Company and its ERISA Affiliates and any such termination would result in no liability to the Company or any ERISA Affiliate (other than ordinary administration expenses or with respect to benefits, other than bonuses, commissions or amounts under other compensation plans, benefits that were previously earned, vested or accrued under Company Employee Plan Plans prior to the Effective Timesuch termination). Section 2.16(a3.17(a) of the Disclosure Schedule lists all liabilities of the Company to any Employee Employee, that would result from the termination by the Company, Parent Acquiror or any Subsidiary of such Employee’s employment or provision of services, other than those disclosed in Section 2.15(j3.16(g). Neither the Company nor any ERISA Affiliate has any material direct or indirect liability with respect to any misclassification of (a) any person as an independent contractor, intern, and/or temporary worker contractor rather than as an employee, with respect to (b) any employee leased from another employer or with respect to (c) any employee currently or formerly classified as exempt from overtime wages.

Compliance with Employment Laws. The Company is and each Subsidiary is has been since May 1, 2015 in material compliance with all applicable foreign, federal, state and local Legal Requirements respecting employment, employment practices, terms and conditions of employment, worker classification, tax withholding, social security contributions withholding, prohibited discrimination, working time, employee representation, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, wages (including overtime wages) and penalties), record keeping (including wage statements), compensation, and hours of work, and in each case, with respect to Employees since May 1, 2015: (i) has withheld and reported all amounts required by applicable Legal Requirements or by Contract to be withheld and reported with respect to wages, salaries and other payments to Employees, (ii) is not liable for any arrears of wages, severance pay or any Taxes or any penalty for failure to comply with any of the foregoing, and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any governmental authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). There are no material Actions or administrative matters pending or or, to the Knowledge of the Company, currently threatened against the Company, any Subsidiary, Company or any of their the Employees relating to any Employee, Employee Agreement or Company Employee Plan. There are no material currently pending or threatened material Actions against Company, any Subsidiary, Company or any Company trustee or any trustee of any Subsidiary under any worker’s compensation policy or long-term disability policy. Neither the The Company nor any Subsidiary is not a party to a conciliation agreement, consent decree or other agreement Contract or order with any Governmental Entity with respect to employment practices. Except as set forth in Section 2.16 of the Disclosure Schedule, the The services provided by each of the Company’s, each Subsidiary’s and their ERISA Affiliates’ Employees are terminable at the will of the Company and its ERISA Affiliates and any such termination would result in no liability to the Company or any ERISA Affiliate (other than ordinary administration expenses or with respect to benefits, other than bonuses, commissions or amounts under other compensation plans, that were previously earned, vested or accrued under Company Employee Plan Plans prior to the Effective Time. Section 2.16(a) of the Disclosure Schedule lists all liabilities of the Company to any Employee that would result from the termination by the Company, Parent or any Subsidiary of such Employee’s employment or provision of services, other than those disclosed in Section 2.15(jClosing). Neither the Company nor any ERISA Affiliate has any material direct or indirect liability with respect to any misclassification of any person as an independent contractor, intern, and/or temporary worker rather than as an employee, with respect to any employee leased from another employer or with respect to any employee currently or formerly classified as exempt from overtime wages.

Compliance with Employment Laws. The Company and each Subsidiary of its Subsidiaries is in compliance, in all material compliance respects, with all Laws and any applicable foreign, federal, state and local Legal Requirements Labor Agreement respecting employment, employment practices, terms and conditions of employment, collective bargaining, worker classificationclassification (including the proper classification of workers as independent contractors or consultants), tax Tax declaration and withholding, social security contributions withholdingwithholding and payment, prohibited discrimination, working time, employee representation, equal employment, fair employment practices, meal and rest periods, leave of absence, affirmative action, disability rights or benefits, employee privacy, immigration and immigration status, employee occupational safety and health, wages (including overtime wages) ), compensation, and hours of work, and in each case, with respect to Employees: (i) has withheld and reported all amounts required by Law or by Contract to be withheld and reported with respect to wages, salaries and other payments to Employees, (ii) is not liable for any arrears of wages, compensation, severance pay or any Taxes or any penalty for failure to comply with any of the foregoing, and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). There are no material Actions pending or threatened against the Company, any SubsidiaryERISA Affiliate, or any of their Employees relating to any Employee, Employee Agreement employee Contract or Company Employee Plan. There are no material pending or threatened Actions against Company, any SubsidiaryERISA Affiliate, any Company trustee or any trustee of any Subsidiary under any worker’s compensation policy or long-term disability policy. Neither the Company nor any Subsidiary ERISA Affiliate is party to a conciliation agreement, consent decree or other agreement Contract or order Order with any federal, state, or local agency or Governmental Entity with respect to employment practices. Except as set forth in Section 2.16 of the Disclosure Schedule, the The services provided by each of the Company’s, each Subsidiary’s and their ERISA Affiliates’ Employees are terminable at the will of the Company and its ERISA Affiliates and any such termination would result in no liability to the Company or any ERISA Affiliate (other than ordinary administration expenses or with respect to benefits, other than bonuses, commissions or amounts under other compensation plans, that were previously earned, vested or accrued under Company Employee Plan Plans prior to the Effective Time). Neither the Company nor any Subsidiary has employed or engaged any Employee whose employment or engagement would require, to the Knowledge of the Company, special licenses or permits. Section 2.16(a3.15(a) of the Disclosure Schedule lists all liabilities of the Company to any Employee Employee, that would result from the termination by the Company, Parent Acquiror or any Subsidiary of such Employee’s employment or provision of services, other than those disclosed in Section 2.15(j3.14(j). Neither the Company nor any ERISA Affiliate has any material direct or indirect material liability with respect to (x) any misclassification of any person Employee currently or formerly as an independent contractor, internconsultant, and/or temporary worker advisor, or similar service provider rather than as an employee, with respect to (y) any employee Employee leased from another employer employer, or with respect to (z) any employee misclassification of any Employee currently or formerly classified as exempt from overtime wages. To the Knowledge of the Company, neither the Company nor its Subsidiaries have engaged any consultants, sub-contractors or freelancers who, according to Laws, would be entitled to the rights of an employee vis-à-vis the Company or its Subsidiaries, including rights to severance pay, vacation, and other employee-related statutory benefits. Neither the Company nor any Subsidiary are delinquent in payment to any Employees for any wages, fees, salaries, commissions, bonuses, or other direct compensation for service performed by them or amounts required to be reimbursed to such Employees or in payments owned upon any termination of such person’s employment or service. The Company has Made Available accurate and complete copies of all employee manuals and handbooks, codes of conduct, policy statements and other material documents in effect as of the date hereof relating to the employment of the employees of the Company or any of its Subsidiaries. There are no Actions or other matters pending or, to the Knowledge of the Company, threatened or reasonably anticipated against the Company in any forum by or on behalf of any Employee, any applicant for employment or classes of the foregoing alleging breach of any express or implied employment contract, violation of any Law governing employment or the termination thereof, or any other discriminatory, wrongful or tortious conduct on the part of the Company or any of its employees in connection with the employment relationship.

Compliance with Employment Laws. The Company and each Subsidiary of its Subsidiaries is in compliance in all material compliance respects with all Laws and any applicable foreign, federal, state and local Legal Requirements Labor Agreement respecting employment, employment practices, terms and conditions of employment, collective bargaining, worker classificationclassification (including the proper classification of workers as independent contractors or consultants), tax Tax declaration and withholding, social security contributions withholdingwithholding and payment, prohibited discrimination, working time, employee representation, equal employment, fair employment practices, meal and rest periods, leave of absence, affirmative action, disability rights or benefits, employee privacy, immigration status, employee occupational safety and health, wages (including overtime wages) ), compensation, and hours of work, and in each case, with respect to Employees: (i) has withheld and reported all amounts required by Law or by Contract to be withheld and reported with respect to wages, salaries and other payments to Employees, (ii) is not liable for any arrears of wages, compensation, severance pay or any Taxes or any penalty for failure to comply with any of the foregoing, and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). There are no material Actions Actions, audits, or investigations pending or or, to the Knowledge of the Company, threatened against the Company, any SubsidiaryERISA Affiliate, or any of their Employees relating to any EmployeeEmployee (in his or her capacity as such), Employee Agreement employee Contract or Company Employee Plan. There are no material pending or, to the Knowledge of the Company, threatened Actions, audits, or threatened Actions investigations against Company, any SubsidiaryERISA Affiliate, any Company trustee or any trustee of any Subsidiary under any worker’s compensation policy or long-term disability policypolicy (other than routine claims for benefits). Neither the Company nor any Subsidiary ERISA Affiliate is party to a conciliation agreement, consent decree or other agreement Contract or order Order with any federal, state, or local agency or Governmental Entity with respect to employment practices. Except as set forth in Section 2.16 of the Disclosure Schedule, the The services provided by each of the Company’s, each Subsidiary’s and their ERISA Affiliates’ current Employees are terminable at the will of the Company and its ERISA Affiliates and any such termination would result in no liability to the Company or any ERISA Affiliate (other than ordinary administration expenses or with respect to benefits, other than bonuses, commissions or amounts under other compensation plans, that were previously earned, vested or accrued under Company Employee Plan Plans prior to the Effective Time). Section 2.16(a) of the Disclosure Schedule lists all liabilities of Neither the Company to nor any Subsidiary has employed or engaged any Employee that would result from the termination by the Company, Parent or any Subsidiary of such Employee’s whose employment or provision of services, other than those disclosed in Section 2.15(j)engagement would require special licenses or permits. Neither the Company nor any ERISA Affiliate has any material direct or indirect liability with respect to or in connection with (x) any misclassification of any person Employee currently or formerly as an independent contractor, internconsultant, and/or temporary worker advisor, or similar service provider rather than as an employee, with respect to (y) any employee Employee leased from another employer employer, or with respect to (z) any employee misclassification of any Employee currently or formerly classified as exempt from overtime wages. Neither the Company nor any Subsidiary are delinquent in payment to any Employees for any wages, fees, salaries, commissions, bonuses, or other direct compensation for service performed by them or amounts required to be reimbursed to such Employees or in payments owned upon any termination of such person’s employment or service. The Company has Made Available accurate and complete copies of all employee manuals and handbooks, codes of conduct, policy statements and other material documents in effect as of the date hereof and for the prior three (3) years relating to the employment of the employees of the Company or any of its Subsidiaries. There are no Actions, audits, or investigations or other matters pending or, to the Knowledge of the Company, threatened or reasonably anticipated against the Company in any forum by or on behalf of any Employee, any applicant for employment or classes of the foregoing alleging breach of any express or implied employment contract, violation of any Law governing employment or the termination thereof, or any other discriminatory, wrongful or tortious conduct on the part of the Company or any of its employees in connection with the employment relationship.

Compliance with Employment Laws. The Company and each Subsidiary is of its Subsidiaries are in material compliance with all applicable foreign, federal, state and local Legal Requirements laws, rules and regulations respecting employment, employment practices, terms and conditions of employment, worker classification, tax employee classification, Tax withholding, social security contributions withholding, prohibited discrimination, working time, employee representation, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, wages (including overtime wages) ), compensation, and hours of work, and in each case, with respect to Employees: (i) has withheld and reported all amounts required by applicable Legal Requirements or by agreement to be withheld and reported with respect to wages, salaries and other payments to Employees, (ii) is not liable for any arrears of wages, severance pay or any Taxes or social security contributions or any penalty for failure to comply with any of the foregoing, and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any governmental authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). There are no material Actions pending actions, suits, claims or administrative matters pending, to the Company’s Knowledge threatened or reasonably anticipated, against the Company, any Subsidiary, Company or any of their its Subsidiaries or Employees relating to any Employee, Employee Agreement or Company Employee Plan. There are no material pending or to the Company’s Knowledge threatened Actions or reasonably anticipated claims or actions against Company, the Company or any Subsidiary, any Company trustee of its Subsidiaries or any trustee of any Subsidiary under any worker’s compensation policy or long-term disability policypolicy of the Company or any of its Subsidiaries. Neither the Company nor any Subsidiary is of its Subsidiaries are party to a conciliation agreement, consent decree or other agreement or order with any Governmental Entity federal, state, or local agency or governmental authority with respect to employment practices. Except as set forth in Section 2.16 of the Disclosure Schedule, the The services provided by each of the Company’s, each Subsidiary’s and their its ERISA Affiliates’ Employees are terminable at the will of the Company and its ERISA Affiliates and any such termination would result in no liability to the Company or any ERISA Affiliate (other than ordinary administration expenses or with respect to benefits, other than bonuses, commissions or amounts under other compensation plans, that were previously earned, vested or accrued under Company Employee Plan prior to the Effective TimePlans or mandated by applicable law). Section 2.16(a2.17(a) of the Disclosure Schedule lists all liabilities of the Company and each of its Subsidiaries to any Employee Employee, that would result from the termination by the Company, Parent Company or any Subsidiary of its Subsidiaries or Parent of such Employee’s employment or provision of services, other than those disclosed in Section 2.15(j)2.16(j) or mandated by applicable law. Neither the Company nor any ERISA Affiliate has any material direct direct, or to the Knowledge of the Company, indirect liability with respect to any misclassification of any person as an independent contractor, intern, intern and/or temporary worker rather than as an employee, with respect to any employee leased from another employer or with respect to any employee currently or formerly classified as exempt from overtime wages.

Compliance with Employment Laws. The Company and each Subsidiary of its Subsidiaries is in material compliance with all applicable foreign, federal, state and local Legal Requirements laws, rules and regulations respecting employment, employment practices, terms and conditions of employment, worker classification, tax withholding, social security contributions withholding, prohibited discrimination, working time, employee representation, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, wages (including overtime wages) ), compensation, and hours of work, and in each case, with respect to Employees: (i) is not liable for any material arrears of wages or any Tax or penalty for failure to comply with any of the foregoing and (ii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any governmental authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). There are no material Actions pending actions, suits, claims or administrative matters pending, threatened or reasonably anticipated against the Company, any Subsidiary, or or, to the Knowledge of the Company, any of their Employees relating to any Employee solely in his or her capacity as an Employee, Employee Agreement or Company Employee Plan. There are no material pending or threatened Actions or reasonably anticipated claims or actions against Company, any Subsidiary, any Company trustee or any trustee of any Subsidiary under any worker’s compensation policy or long-term disability policy. Neither the Company nor any Subsidiary is party to a conciliation agreement, consent decree or other agreement or order with any Governmental Entity federal, state, or local agency or governmental authority with respect to employment practices. Except as set forth in Section 2.16 of the Disclosure Schedule, the The services provided by each of the Company’s, ’s and each Subsidiary’s and their ERISA Affiliates’ Employees are terminable at the will of the Company and its ERISA Affiliates and any such termination would result in Subsidiaries. The Company has no liability to the Company or any ERISA Affiliate (other than ordinary administration expenses or with respect to benefits, other than bonuses, commissions or amounts under other compensation plans, that were previously earned, vested or accrued under Company Employee Plan prior to the Effective Time. Section 2.16(a) of the Disclosure Schedule lists all liabilities of the Company to any Employee that would result from the termination by the Company, Parent or any Subsidiary of such Employee’s employment or provision of services, other than those disclosed in Section 2.15(j). Neither the Company nor any ERISA Affiliate has any material direct or indirect liability with respect to any misclassification of any person as an independent contractor, intern, and/or temporary worker contractor rather than as an employee, with respect to any employee leased from another employer or with respect to any employee currently or formerly classified as exempt from overtime wages.

Compliance with Employment Laws. The Company is and each Subsidiary is has been in compliance, in all material compliance respects, with all Laws and any applicable foreign, federal, state and local Legal Requirements Labor Agreement respecting employment, employment practices, terms and conditions of employment, collective bargaining, worker classificationclassification (including the proper classification of workers as independent contractors or consultants and classification of employees as exempt or non-exempt under applicable Laws), tax Tax declaration and withholding, social security contributions withholdingwithholding and payment, prohibited discrimination, working time, employee representation, equal employment, fair employment practices, meal and rest periods, immigration statusleave of absence, affirmative action, workers’ compensation, disability rights or benefits, employee privacy, immigration, occupational safety and health, wages (including overtime wages) ), compensation, and hours of work. The Company: (i) has withheld and reported all amounts required by Law or by Contract to be withheld and reported with respect to wages, salaries and other payments to employees, (ii) is not delinquent in payment of wages, compensation, severance pay, bonuses, commissions, reimbursements, or any other compensation or other amounts accrued by Employees as of the Agreement Date (other than payments in arrears scheduled to be made in the normal course of business) or any penalty for failure to comply with any of the foregoing, and (iii) is not materially liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the normal course of business). There are no material Actions pending or or, to the Knowledge of the Company, threatened against the Company, any SubsidiaryERISA Affiliate, or any of their Employees (or applicant for employment) relating to any Employee, Employee Agreement applicant for employment, employee Contract or Company Employee Plan. There are no material pending or or, to the Knowledge of the Company, threatened Actions against Company, any SubsidiaryERISA Affiliate, any Company trustee or any trustee of any Subsidiary under any worker’s compensation policy or long-term disability policy. Neither the Company nor any Subsidiary ERISA Affiliate is party to a conciliation agreement, consent decree or other agreement Contract or order Order with any federal, state, or local agency or Governmental Entity with respect to employment practices. Except as set forth in Section 2.16 of the Disclosure Schedule, the services provided by each of the Company’s, each Subsidiary’s and their ERISA Affiliates’ Employees are terminable at the will of the Company and its ERISA Affiliates and any such termination would result in no liability to the Company or any ERISA Affiliate (other than ordinary administration expenses or with respect to benefits, other than bonuses, commissions or amounts under other compensation plans, that were previously earned, vested or accrued under Company Employee Plan prior to the Effective Time. Section 2.16(a) of the Disclosure Schedule lists all liabilities of the Company to any Employee that would result from the termination by the Company, Parent or any Subsidiary of such Employee’s employment or provision of services, other than those disclosed in Section 2.15(j). Neither not be material neither the Company nor any ERISA Affiliate has any material direct or indirect liability with respect to (x) any misclassification of any person Employee currently or formerly as an independent contractor, internconsultant, and/or temporary worker advisor, or similar service provider rather than as an employee, with respect to (y) any employee Employee leased from another employer employer, or with respect to (z) any misclassification of any employee currently or formerly classified as exempt from overtime wages. The Company has Made Available accurate and complete copies of all employee manuals and handbooks, codes of conduct, policy statements and other similar material documents in effect as of the Agreement Date relating to the employment of the employees of the Company.