Common use of Labor and Employment Matters Clause in Contracts

Labor and Employment Matters. Neither the Company nor any of its Subsidiaries has any labor contracts or collective bargaining agreements with any persons employed by the Company or any of its Subsidiaries or any persons otherwise performing services primarily for the Company or any of its Subsidiaries. To the Knowledge of the Company, there are no unfair labor practice complaints pending against the Company or any Subsidiary of the Company before the National Labor Relations Board (the “NLRB”) or any other labor relations tribunal or authority, except for such complaints that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. There are no strikes, work stoppages, slowdowns, lockouts, arbitrations or grievances, or other labor disputes pending or, to the Knowledge of the Company, threatened against or involving the Company or its Subsidiaries, except for such labor disputes that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. No labor organization or group of employees of the Company or any of its Subsidiaries has made a pending demand for recognition or certification. Neither the Company nor any of its Subsidiaries has experienced any material labor strike, dispute or stoppage or other material labor difficulty involving its employees since January 1, 2004, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the NLRB or any other labor relations tribunal or authority, except for such demands, proceedings or petitions that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. Each of the Company and its Subsidiaries is in compliance with all applicable laws and agreements respecting employment and employment practices, terms and conditions of employment, wages and hours and occupational safety and health, except where any failure to comply would not, or would not reasonably be expected to, individually or in the aggregate have a Material Adverse Effect. Neither the Company nor its Subsidiaries are liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits (other than routine payments to be made in the ordinary course of business consistent with past practice), except where any failure to comply would not or would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.

Labor and Employment Matters. Neither As of the date of this Agreement, there are no disputes, grievances or arbitrations pending or, to the knowledge of the Company, threatened between the Company nor or any of its Subsidiaries has Subsidiaries, on the one hand, and any labor contracts trade union or collective bargaining agreements with any persons employed by other representatives of Company Personnel, on the other hand, and there is no charge or complaint pending or threatened in writing against the Company or any of its Subsidiaries or any persons otherwise performing services primarily for the Company or any of its Subsidiaries. To the Knowledge of the Company, there are no unfair labor practice complaints pending against the Company or any Subsidiary of the Company before the National Labor Relations Board (the “NLRB”) or any other labor relations tribunal or authoritysimilar Governmental Authority, except for such complaints that would notin each case as, individually or in the aggregate, has not had and would not reasonably be expected to be material to the have a Company and its Subsidiaries taken as a whole. There are no strikesMaterial Adverse Effect, work stoppages, slowdowns, lockouts, arbitrations or grievances, or other labor disputes pending orand, to the Knowledge knowledge of the Company, threatened against or as of the date of this Agreement, there are no material organizational efforts presently being made involving any of the Company Personnel. From January 1, 2008, to the date of this Agreement, there has been no work stoppage, strike, slowdown or its Subsidiarieslockout by or affecting Company Personnel and, to the knowledge of the Company, no such action has been threatened in writing, except for such labor disputes that would notin each case as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Except as, individually or in the aggregate, has not had and would not reasonably be material expected to have a Company Material Adverse Effect: (A) there are no litigations, lawsuits, claims, charges, complaints, arbitrations, actions, investigations or proceedings pending or, to the Company and its Subsidiaries taken as a whole. No labor organization knowledge of the Company, threatened between or group of employees of involving the Company or any of its Subsidiaries, on the one hand, and any Company Personnel, applicants for employment or classes of the foregoing, on the other hand; (B) the Company and its Subsidiaries has made a pending demand for recognition are in compliance with all applicable Laws, orders, agreements, contracts and policies respecting employment and employment practices, including, without limitation, all legal requirements respecting terms and conditions of employment, equal opportunity, workplace health and safety, wages and hours, child labor, immigration, discrimination, disability rights or certification. Neither benefits, facility closures and layoffs, workers’ compensation, labor relations, employee leaves and unemployment insurance; and (C) since January 1, 2008, neither the Company nor any of its Subsidiaries has experienced engaged in any material labor strike“plant closing” or “mass layoff,” as defined in the Worker Adjustment Retraining and Notification Act or any comparable state or local law (the “WARN Act”), dispute or stoppage or other material labor difficulty involving its employees since January 1, 2004, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, without complying with the NLRB or any other labor relations tribunal or authority, except for notice requirements of such demands, proceedings or petitions that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. Each of the Company and its Subsidiaries is in compliance with all applicable laws and agreements respecting employment and employment practices, terms and conditions of employment, wages and hours and occupational safety and health, except where any failure to comply would not, or would not reasonably be expected to, individually or in the aggregate have a Material Adverse Effect. Neither the Company nor its Subsidiaries are liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits (other than routine payments to be made in the ordinary course of business consistent with past practice), except where any failure to comply would not or would not reasonably be expected to, individually or in the aggregate, have a Material Adverse EffectLaws.

Labor and Employment Matters. Neither As of the Company nor date of this Agreement, there are no disputes, grievances or arbitrations pending or, to the knowledge of Parent, threatened between Parent or any of its Subsidiaries has Subsidiaries, on the one hand, and any labor contracts trade union or collective bargaining agreements with any persons employed by other representatives of Parent Personnel, on the Company other hand, and there is no charge or complaint pending or threatened in writing against Parent or any of its Subsidiaries before the NLRB or any persons otherwise performing services primarily for the Company or any of its Subsidiaries. To the Knowledge of the Company, there are no unfair labor practice complaints pending against the Company or any Subsidiary of the Company before the National Labor Relations Board (the “NLRB”) or any other labor relations tribunal or authoritysimilar Governmental Authority, except for such complaints that would notin each case as, individually or in the aggregate, has not had and would not reasonably be expected to be material to the Company and its Subsidiaries taken as have a whole. There are no strikesParent Material Adverse Effect, work stoppages, slowdowns, lockouts, arbitrations or grievances, or other labor disputes pending orand, to the Knowledge knowledge of Parent, as of the Companydate of this Agreement, there are no material organizational efforts presently being made involving any of Parent Personnel. From January 1, 2008, to the date of this Agreement, there has been no work stoppage, strike, slowdown or lockout by or affecting Parent Personnel and, to the knowledge of Parent, no such action has been threatened against or involving the Company or its Subsidiariesin writing, except for such labor disputes that would notin each case as, individually or in the aggregate, has not had and would not reasonably be expected to be material to the Company and its Subsidiaries taken as have a wholeParent Material Adverse Effect. No labor organization or group of employees of the Company or any of its Subsidiaries has made a pending demand for recognition or certification. Neither the Company nor any of its Subsidiaries has experienced any material labor strike, dispute or stoppage or other material labor difficulty involving its employees since January 1, 2004, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the NLRB or any other labor relations tribunal or authority, except for such demands, proceedings or petitions that would notExcept as, individually or in the aggregate, has not had and would not reasonably be expected to be material have a Parent Material Adverse Effect: (A) there are no litigations, lawsuits, claims, charges, complaints, arbitrations, actions, investigations or proceedings pending or, to the Company knowledge of Parent, threatened between or involving Parent or any of its Subsidiaries, on the one hand, and any Parent Personnel, applicants for employment or classes of the foregoing, on the other hand; (B) Parent and its Subsidiaries taken as a whole. Each of the Company and its Subsidiaries is are in compliance with all applicable laws Laws, orders, agreements, contracts and agreements policies respecting employment and employment practices, including, without limitation, all legal requirements respecting terms and conditions of employment, equal opportunity, workplace health and safety, wages and hours hours, child labor, immigration, discrimination, disability rights or benefits, facility closures and occupational safety layoffs, workers’ compensation, labor relations, employee leaves and healthunemployment insurance; and (C) since January 1, except where 2008, neither Parent nor any failure to comply would not, of its Subsidiaries has engaged in any “plant closing” or would not reasonably be expected to, individually or “mass layoff,” as defined in the aggregate have a Material Adverse Effect. Neither WARN Act, without complying with the Company nor its Subsidiaries are liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits (other than routine payments to be made in the ordinary course notice requirements of business consistent with past practice), except where any failure to comply would not or would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effectsuch Laws.

Labor and Employment Matters. Neither Except as set forth in Section 5.1(l) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries (i) has agreed to recognize any labor union or labor organization, nor has any labor contracts union or labor organization been certified, as the exclusive bargaining representative of any employees of the Company or any of its Subsidiaries; (ii) is a party to or otherwise bound by, or currently negotiating, any collective bargaining agreements agreement with a labor union or labor organization (a “CBA”); or (iii) is the subject of any persons employed by proceeding asserting that the Company or any of its Subsidiaries has committed an unfair labor practice or seeking to compel it to bargain with any labor union or labor organization, nor, to the Knowledge of the Company, is any such proceeding threatened in writing in each case, that, individually or in the aggregate, has not had and would not have, individually or in the aggregate, a Company Material Adverse Effect. There is not now, nor has there been since the Applicable Date any labor strike, walk-out, work stoppage, slow-down or lockout, or any persons otherwise performing services primarily for material labor dispute, involving the Company or any of its SubsidiariesSubsidiaries nor, to the Knowledge of the Company, is any such dispute threatened in writing. To the Knowledge of the Company, there are is no unfair labor practice complaints pending against the Company or any Subsidiary of the Company before the National Labor Relations Board (the “NLRB”) or any other labor relations tribunal or authority, except for such complaints that would not, individually or in the aggregate, reasonably be expected campaign being conducted to be material to the Company and its Subsidiaries taken as a whole. There are no strikes, work stoppages, slowdowns, lockouts, arbitrations or grievances, or other labor disputes pending or, to the Knowledge of the Company, threatened against or involving the Company or its Subsidiaries, except for such labor disputes that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. No labor organization or group of solicit cards from employees of the Company or any of its Subsidiaries has made to authorize representation by a pending demand for recognition or certificationlabor organization. Neither the Company nor any of its Subsidiaries have closed any plant or facility or effectuated any layoffs of employees or implemented any early retirement, separation or window program since the Applicable Date, nor has experienced any such action or program been announced for the future in any case that would reasonably be expected to give rise to any material labor strikeobligation under the United States Worker Adjustment and Retraining Notification Act or any similar Law, dispute or stoppage the rules and regulations thereunder (collectively, the “WARN Act”), except for any such obligation that was satisfied on or other material labor difficulty involving prior to December 31, 2016. To the Knowledge of the Company, all Persons who provide services to the Company or any of its Subsidiaries have been properly classified as exempt or non-exempt under the Fair Labor Standards Act and similar state Law and as employees since January 1or independent contractors for all purposes, 2004including tax, employment law and employee benefit plan purposes, except for immaterial instances of mis-classification (if any). Except as set forth in Section 5.1(l) of the Company Disclosure Letter, the Company and its Subsidiaries are in compliance with all workplace health and safety Laws and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened claims related to be brought workplace health or filed, with safety or employment of any employees of the NLRB Company or any other labor relations tribunal or authorityof its Subsidiaries, except in each case for such demands, proceedings non-compliance or petitions claims that have not had and would notnot have, individually or in the aggregate, reasonably be expected to be material to the a Company and its Subsidiaries taken as a whole. Each of the Company and its Subsidiaries is in compliance with all applicable laws and agreements respecting employment and employment practices, terms and conditions of employment, wages and hours and occupational safety and health, except where any failure to comply would not, or would not reasonably be expected to, individually or in the aggregate have a Material Adverse Effect. Neither No employee of the Company nor or any of its Subsidiaries are liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits (other than routine payments to be made in is employed outside the ordinary course of business consistent with past practice), except where any failure to comply would not or would not reasonably be expected to, individually or in the aggregate, have a Material Adverse EffectUnited States.

Labor and Employment Matters. Neither Except as set forth in Section 4.12 of the Company nor any Companies Disclosure Letter, as of its Subsidiaries has any labor contracts or the date of this Agreement there are no collective bargaining agreements with or other labor Contracts relating to any persons employed by the Company or covering any of its Subsidiaries Company Employee to which any Company is a party or any persons otherwise performing services primarily for the Company or any of its Subsidiaries. To the Knowledge of the Companyby which it is bound, there are no unfair labor practice complaints pending against the Company or any Subsidiary of the Company before the National Labor Relations Board (the “NLRB”) or any other labor relations tribunal or authorityand, except for such complaints that as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to be material have a Companies Material Adverse Effect, there are no (a) Actions or Orders pending or, to the knowledge of any Company, threatened, in each case relating to Company and its Subsidiaries taken as a whole. There are no Employees or employment practices or asserting that any Company has committed an unfair labor practice or is seeking to compel any Company to bargain with any labor union or labor organization, (b) pending or, to the knowledge of any Company, threatened labor strikes or other labor troubles affecting any Company, (c) labor strikes, disputes, walk-outs, work stoppages, slowdownsslow-downs, lockouts, arbitrations or grievancesgrievances involving any Company (and there has been none with respect to any Company or the Genco Business in the last five years), (d) representation questions respecting any of the Company Employees (and there has been none with respect to any Company or other labor disputes pending orthe Genco Business in the last five years), (e) to the Knowledge knowledge of the any Company, threatened against campaigns conducted to solicit cards from Company Employees to authorize representation by a labor organization or involving (f) unfair labor practices committed by the Company Companies or its Subsidiaries, except for such labor disputes that their employees. Except as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to be material to the have a Companies Material Adverse Effect, each Company and its Subsidiaries taken as a whole. No labor organization or group of employees of the Company or any of its Subsidiaries has made a pending demand for recognition or certification. Neither the Company nor any of its Subsidiaries has experienced any material labor strike, dispute or stoppage or other material labor difficulty involving its employees since January 1, 2004, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the NLRB or any other labor relations tribunal or authority, except for such demands, proceedings or petitions that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. Each of the Company and its Subsidiaries is in compliance in all respects with all collective bargaining agreements and all applicable laws and agreements respecting Laws regarding employment and employment practices, terms and conditions of employment, wages and hours and occupational safety and health, except where any failure to comply would not, or would not reasonably be expected to, individually or in the aggregate have a Material Adverse Effect. Neither the Company nor its Subsidiaries are liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits (other than routine payments to be made in the ordinary course of business consistent with past practice), except where any failure to comply would not or would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.

Labor and Employment Matters. Neither (a) To the Company’s Knowledge, except as set forth on Schedule 4.18(a), the Company nor is, and for the two (2) years prior to the date hereof has been, in compliance in all material respects with all applicable Laws and regulations respecting employment and employment practices, including provisions relating to overtime pay, wages and hours, equal opportunity, collective bargaining, nondiscrimination, harassment, immigration, occupational health and safety, and the payment of social security and other payroll Taxes. Except as described in Schedule 4.18(a) hereto, the Company has not instituted any “freeze” of, or delayed or deferred the grant of, any cost-of-living or other salary adjustments for any of its Subsidiaries has any labor contracts employees since January 1, 2015, and no such freezes or collective bargaining agreements with any persons employed by the Company or any of its Subsidiaries or any persons otherwise performing services primarily for the Company or any of its Subsidiariestemporary salary adjustments instituted prior to January 1, 2015 are currently in effect. To the Knowledge of the Company, there are no unfair labor practice complaints pending against organizing activities or collective bargaining arrangements that could affect the Company pending or under discussion with any Subsidiary labor organization or group of employees of the Company, and to the Knowledge of the Company before the National Labor Relations Board (the “NLRB”) or any other labor relations tribunal or authority, except for no such complaints that would not, individually or activities have occurred in the aggregatefive (5) years preceding the date hereof. In the five (5) years preceding the date hereof, reasonably be expected to be material to there has not been any labor strike, slowdown or work stoppage by any employees of the Company and its Subsidiaries taken as a wholeCompany. There are no strikes, work stoppages, slowdowns, lockouts, arbitrations or grievances, or other labor disputes pending or, to the Knowledge of the Company, threatened against charges of unfair labor practices, employment discrimination or involving other wrongful action before any Governmental Body with respect to any aspect of employment of any person by the Company employed or its Subsidiariesformerly employed by the Company. Except as set forth on Schedule 4.18(a), except for such labor disputes that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. No labor organization has not received, within the past five (5) years, any written notification of any grievances, complaints or group of employees of charges that have been filed against the Company or under any dispute resolution procedure (including any proceedings under any dispute resolution procedure under any collective bargaining agreement) that have not been dismissed. The Company has not received written notice of its Subsidiaries has made a pending demand for recognition or certification. Neither the Company nor any of its Subsidiaries has experienced any material labor strike, dispute or stoppage or other material labor difficulty involving its employees since January 1, 2004, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the NLRB or any other labor relations tribunal or authority, except for such demands, proceedings or petitions that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. Each changes of the Company and its Subsidiaries is in compliance with all applicable laws and agreements respecting employment and employment practices, terms and conditions of employment, wages and hours and occupational safety and health, except where any failure to comply would not, or would not reasonably be expected to, individually or in the aggregate have a Material Adverse Effect. Neither the Company nor its Subsidiaries are liable for any payment to any trust or other fund or to any Governmental Entity, status with respect to unemployment compensation benefits (other than routine payments including resignation of) the current senior management or key supervisory personnel of the Company. Except as set forth in Schedule 4.18, the Company has not classified an individual as an “independent contractor” or of similar status who, according to be made in a Plan or Contract or applicable Law, should have been classified as an employee or of similar status. The Company has no “leased employees” within the ordinary course meaning of business consistent with past practice), except where any failure to comply would not or would not reasonably be expected to, individually or in Section 414(n) of the aggregate, have a Material Adverse EffectCode.

Labor and Employment Matters. Neither the Company nor any of its Subsidiaries has any labor contracts or collective bargaining agreements with any persons employed by the Company or any of its Subsidiaries or any persons otherwise performing services primarily for the Company or any of its Subsidiaries. To the Knowledge of the Company, there are no unfair labor practice complaints pending against the Company or any Subsidiary of the Company before the National Labor Relations Board (the “NLRB”i) or any other labor relations tribunal or authority, except for such complaints that would notExcept as, individually or in the aggregate, would not reasonably be expected to be material have a Material Adverse Effect on T-Mobile, neither T-Mobile nor any of its subsidiaries has received written notice during the past three years of the intent of any Governmental Entity responsible for the enforcement of labor, employment, affirmative action, immigration, occupational health and safety or workplace safety and workers compensation insurance laws to the Company and conduct an investigation of T-Mobile or any of its Subsidiaries taken as a whole. There are no strikes, work stoppages, slowdowns, lockouts, arbitrations or grievances, or other labor disputes pending orsubsidiaries and, to the Knowledge knowledge of the CompanyT-Mobile, threatened against or involving the Company or its Subsidiaries, except for no such labor disputes that would notinvestigation is in progress. Except in each case as, individually or in the aggregate, would not reasonably be expected to be material have a Material Adverse Effect on T-Mobile, (A) there are no (and have not been during the three-year period preceding the date of this Agreement) strikes or lockouts with respect to the Company and its Subsidiaries taken as a whole. No labor organization or group of any employees of the Company T-Mobile or any of its Subsidiaries subsidiaries, (B) to the knowledge of T-Mobile, there is no (and has made a not been during the three-year period preceding the date of this Agreement) labor organizing effort pending demand for recognition or certification. Neither threatened in writing against T-Mobile or any of its subsidiaries, (C) there is no (and has not been during the Company three-year period preceding the date of this Agreement) unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of T-Mobile, threatened in writing against T-Mobile or any of its subsidiaries, (D) there is no (and has not been during the three-year period preceding the date of this Agreement) slowdown or work stoppage in effect or, to the knowledge of T-Mobile, threatened in writing, with respect to any employees of T-Mobile or any of its subsidiaries, (E) neither T-Mobile nor any of its Subsidiaries subsidiaries has, or is reasonably expected to have, any liabilities under the WARN Act, and (F) to the knowledge of T-Mobile, no current or former employee, independent contractor or consultant of T-Mobile or any of its subsidiaries has experienced breached any material labor strikenondisclosure obligation to, dispute or stoppage non-competition agreement with or other material labor difficulty involving restrictive covenant with: (i) T-Mobile or any of its employees since January 1, 2004, and there are no representation subsidiaries or certification proceedings or petitions seeking (ii) a representation proceeding presently pending or threatened former employer of any such individual relating to (a) the right of any such individual to be brought employed or filed, with the NLRB engaged by T-Mobile or any other labor relations tribunal of its subsidiaries or authority, except for (b) the use or disclosure of confidential information in connection with such demands, proceedings individual’s employment with or petitions that would notengagement by T-Mobile or any of its subsidiaries. Except as, individually or in the aggregate, would not reasonably be expected to be material to the Company have a Material Adverse Effect on T-Mobile, T-Mobile and each of its Subsidiaries taken as a whole. Each of the Company and its Subsidiaries is subsidiaries are in compliance with all applicable laws and agreements Laws respecting employment and employment practices, terms and conditions of employment, wages and hours hours, affirmative action, immigration and occupational safety and health, except where any failure to comply would not, or would not reasonably be expected to, individually or in the aggregate have a Material Adverse Effect. Neither the Company nor its Subsidiaries are liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits health (other than routine payments to be made in the ordinary course including classifications of business consistent with past practiceservice providers as employees and/or independent contractors), except where any failure to comply would not or would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.

Labor and Employment Matters. Neither (a) (i) There are no controversies relating to or arising out of a collective bargaining relationship between the Company or any Company Subsidiary and any union pending or, to the knowledge of the Company, threatened between the Company or any Company Subsidiary and any of their respective employees, which controversies would, individually or in the aggregate, have a Company Material Adverse Effect, (ii) neither the Company nor any of its Subsidiaries has Company Subsidiary is a party to any labor contracts or collective bargaining agreements with any agreement or other labor union contract applicable to persons employed by the Company or any Company Subsidiary, (iii) to the knowledge of its Subsidiaries the Company, as of the date hereof there are not any organizational campaigns, petitions or other activities or proceedings of any labor union to organize any such employees that would, individually or in the aggregate, have a Company Material Adverse Effect, (iv) neither the Company nor any Company Subsidiary has breached or otherwise failed to comply with any provision of any collective bargaining or other labor union contract applicable to persons otherwise performing services primarily for employed by the Company or any of its Subsidiaries. To Company Subsidiary, and there are no material grievances outstanding against the Knowledge of Company or any Company Subsidiary under any such agreement or contract that would, individually or in the Companyaggregate, have a Company Material Adverse Effect, (v) there are no unfair labor practice complaints pending against the Company or any Company Subsidiary of the Company before the National Labor Relations Board (the “NLRB”) or any other labor relations tribunal Governmental Authority or authority, except for such complaints that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. There are no strikes, work stoppages, slowdowns, lockouts, arbitrations or grievances, or other labor disputes pending or, to the Knowledge of the Company, threatened against or any current union representation questions involving the Company or its Subsidiaries, except for such labor disputes that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. No labor organization or group of employees of the Company or any of its Subsidiaries has made a pending demand for recognition or certification. Neither the Company nor any of its Subsidiaries has experienced any material labor strike, dispute or stoppage or other material labor difficulty involving its employees since January 1, 2004, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the NLRB or any other labor relations tribunal or authority, except for such demands, proceedings or petitions Subsidiary that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. Each of the Company and its Subsidiaries is in compliance with all applicable laws and agreements respecting employment and employment practices, terms and conditions of employment, wages and hours and occupational safety and health, except where any failure to comply would not, or would not reasonably be expected to, individually or in the aggregate have a Material Adverse Effect. Neither the Company nor its Subsidiaries are liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits (other than routine payments to be made in the ordinary course of business consistent with past practice), except where any failure to comply would not or would not reasonably be expected towould, individually or in the aggregate, have a Company Material Adverse EffectEffect and (vi) as of the date hereof, there is no strike, slowdown, work stoppage or lockout, or, to the knowledge of the Company, threat thereof by any union or significant group of union workers, by or with respect to any employees of the Company or any Company Subsidiary. The consent of each labor union which is a party to the collective bargaining agreements listed in Section 3.11(a) of the Company Disclosure Schedule has been obtained or is not required to consummate the Transactions.

Labor and Employment Matters. Neither the Company nor any of its Subsidiaries has any labor contracts or collective bargaining agreements with any persons employed by the Company or any of its Subsidiaries or any persons otherwise performing services primarily for the Company or any of its Subsidiaries. To the Knowledge of the Company, there are no unfair labor practice complaints pending against the Company or any Subsidiary of the Company before the National Labor Relations Board (the “NLRB”a) or any other labor relations tribunal or authority, except for such complaints that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. There are no strikes, work stoppages, slowdowns, lockouts, arbitrations or grievances, or other labor disputes pending or, to the Knowledge of the Company, threatened against or involving the Company or its Subsidiaries, except for such labor disputes that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. No labor organization or group of employees of the Company or any of its Subsidiaries has made a pending demand for recognition or certification. Neither the Company nor any of its Subsidiaries has experienced any material labor strike, dispute or stoppage or other material labor difficulty involving its employees since January 1, 2004, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the NLRB or any other labor relations tribunal or authority, except for such demands, proceedings or petitions that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. Each of the Company and its Subsidiaries is in compliance with all applicable laws and agreements Laws respecting employment and employment practices, terms and conditions of employment, wages and hours and occupational safety and health, including the Immigration Reform and Control Act, the Worker Adjustment and Retraining Notification Act of 1988 and any similar state or local “mass layoff” or “plant closing” or redundancy Law, the Fair Labor Standards Act, as amended, and any foreign, state or local equivalents, any Laws respecting employment discrimination, sexual harassment, disability rights or benefits, equal opportunity, plant closure issues, affirmative action, workers’ compensation, employee benefits, severance payments, the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, labor relations, employee leave issues, wage and hour standards, occupational safety and health requirements and unemployment insurance and related matters, except where any such failure to comply would notbe in compliance has not had, or would not reasonably be expected to, individually or in the aggregate have a Material Adverse Effect. Neither the Company nor its Subsidiaries are liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits (other than routine payments to be made in the ordinary course of business consistent with past practice), except where any failure to comply would not or would not reasonably be expected tohave, individually or in the aggregate, a Material Adverse Effect. There is no unfair labor practice charge pending or, to the knowledge of the Company, threatened which if determined adversely to the Company or its Subsidiaries would reasonably be expected to have a Material Adverse Effect. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) there are no pending, or, to the knowledge of the Company, threatened, organizational campaigns, petitions or other activities or proceedings of any labor union, works council or labor organization seeking recognition of a collective bargaining unit with respect to, or otherwise attempting to represent, any of the employees of the Company or any of its Subsidiaries or compel the Company or any of its Subsidiaries to bargain with any such labor union, works council or labor organization, (ii) there are no strikes, slowdowns, walkouts, work stoppages or other labor-related controversies pending or, to the knowledge of the Company, threatened, and (iii) neither the Company nor any of its Subsidiaries has experienced any such strike, slowdown, walkout, work stoppage or other labor-related controversy within the past three (3) years.

Labor and Employment Matters. Neither the Company nor any With respect to employees of its Subsidiaries has any labor contracts or collective bargaining agreements with any persons employed by the Company or any of its Subsidiaries or any persons otherwise performing services primarily for the Company or any of its Subsidiaries. To the Knowledge of the Company, there are no unfair labor practice complaints pending against the Company or any Subsidiary of the Company before the National Labor Relations Board (the “NLRB”) or any other labor relations tribunal or authority, except for such complaints that would not, individually or in the aggregate, reasonably be expected to be material and ----------------------------- service providers to the Company and its Subsidiaries taken as a whole. There are no strikes, work stoppages, slowdowns, lockouts, arbitrations or grievances, or other labor disputes pending or, to the Knowledge of the Company, threatened against or involving the Company or its Subsidiaries, except for such labor disputes that would not, individually or in the aggregate, reasonably be expected to be material to : (a) the Company and its the Subsidiaries taken as a whole. No labor organization or group of employees of the Company or any of its Subsidiaries has made a pending demand for recognition or certification. Neither the Company nor any of its Subsidiaries has experienced any material labor strike, dispute or stoppage or other material labor difficulty involving its employees since January 1, 2004, are and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the NLRB or any other labor relations tribunal or authority, except for such demands, proceedings or petitions that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. Each of the Company and its Subsidiaries is have been in compliance in all material respects with all applicable laws and agreements respecting employment and employment practices, terms and conditions of employment, employment and wages and hours hours, including without limitation any such laws respecting employment discrimination, workers' compensation, family and medical leave, the Immigration Reform and Control Act, and occupational safety and healthhealth requirements, except where and have not and are not engaged in any failure to comply would notunfair labor practice; (b) there is not now, or would not reasonably be expected tonor within the past three years has there been, individually or in the aggregate have a Material Adverse Effect. Neither any unfair labor practice complaint against the Company or any Subsidiary pending or, to the Company's or any Subsidiary's Knowledge, threatened before the National Labor Relations Board or any other comparable authority; (c) there is not now, nor within the past three years has there been, any labor strike, slowdown or stoppage actually pending or, to the Company's or any Subsidiary's Knowledge, threatened against or directly affecting the Company or any Subsidiary; (d) to the Company's or any Subsidiary's Knowledge, no labor representation organization effort exists nor has there been any such activity within the past three years; (e) no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending and, to the Company's or any Subsidiary's Knowledge, no claims therefor exist or have been threatened; (f) the employees of the Company and the Subsidiaries are not and have never been represented by any labor union, and no collective bargaining agreement is binding and in force against the Company or any Subsidiary or currently being negotiated by the Company or any Subsidiary; and (g) all Persons classified by the Company or its Subsidiaries are liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits (other than routine payments as independent contractors do satisfy and have satisfied the requirements of law to be made in so classified, and the ordinary course of business consistent with past practice), except where any failure Company and its Subsidiaries have fully and accurately reported their compensation on IRS Forms 1099 when required to comply would not or would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effectdo so.

Labor and Employment Matters. Neither (a) Except as has not been, and would not reasonably be expected to be, material to the Acquired Companies, taken as a whole, the Company and each Company Subsidiary is in compliance with all Applicable Law respecting hiring, employment and employment practices, harassment, retaliation, reasonable accommodations, leaves of absence, occupational safety and health, workers’ compensation, employee classification, wages and hours, independent contractor classification, payroll taxes, redundancy, “mass layoffs,” “plant closings” and immigration with respect to Company Employees. As of the date of this Agreement, except as has not been, and would not reasonably be expected to be, material to the Acquired Companies, taken as a whole, (i) there are no charges, complaints, audits or investigations pending or scheduled by any Governmental Authority pertaining to the employment practices or actions of the Company or any Company Subsidiary or, to the Company’s Knowledge, threatened against the Company or any Company Subsidiary and (ii) since January 1, 2017, to the Company’s Knowledge, no complaints or charges relating to employment practices or actions of the Company or any Company Subsidiary have been made to any Governmental Authority or submitted to the Company or any Company Subsidiary. Except as has not been, and would not reasonably be expected to be, material to the Acquired Companies, taken as a whole, since January 1, 2017, neither the Company nor any of its the Company Subsidiaries has had, and as of the date of this Agreement does not have, any labor contracts material liability with respect to misclassification of any employee as an independent contractor or collective bargaining agreements contingent worker rather than as an “employee,” or with respect to any persons employed Company Employee leased from another employer. Since January 1, 2017, there has not been a “mass layoff” or “plant closing” (as defined by the Company Worker Adjustment and Retraining Notification Act or any of its Subsidiaries similar foreign, state, provincial or any persons otherwise performing services primarily for the local Applicable Laws (“WARN”)). The Company or any of its Subsidiaries. To the Knowledge of the Company, there are no unfair labor practice complaints pending against the Company or any Subsidiary and each of the Company before the National Labor Relations Board (the “NLRB”) or any other labor relations tribunal or authoritySubsidiaries maintains a valid Form I-9 for each of its U.S. employees. Since January 1, except for such complaints that would not2017, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. There are no strikes, work stoppages, slowdowns, lockouts, arbitrations or grievances, or other labor disputes pending or, to the Knowledge of the Company, threatened against or involving the Company or its Subsidiaries, except for such labor disputes that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. No labor organization or group of employees employee of the Company or any Company Subsidiary with a title of its Subsidiaries Director or above has made a pending demand for recognition been the subject of any sexual harassment, sexual misconduct, sexual assault or certification. Neither other similar allegations during his or her tenure at the Company or such Company Subsidiary, and neither the Company nor Company Subsidiary nor any of its Subsidiaries has experienced any material labor strike, dispute or stoppage or other material labor difficulty involving its employees since January 1, 2004, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the NLRB or any other labor relations tribunal or authority, except for such demands, proceedings or petitions that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. Each employee of the Company and its Subsidiaries is in compliance or Company Subsidiary with all applicable laws and agreements respecting employment and employment practicesa title of Director or above has entered into any settlement agreement or confidentiality agreement relating to allegations of sexual harassment, terms and conditions of employmentsexual misconduct, wages and hours and occupational safety and health, except where any failure to comply would not, or would not reasonably be expected to, individually or in the aggregate have a Material Adverse Effect. Neither the Company nor its Subsidiaries are liable for any payment to any trust sexual assault or other fund or to any Governmental Entity, with respect to unemployment compensation benefits (other than routine payments to be made in the ordinary course of business consistent with past practice), except where any failure to comply would not or would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effectsimilar allegations.

Labor and Employment Matters. Neither (a) Except as set forth in Section 4.11(a) of the Disclosure Schedule, (i) there are no controversies, lawsuits, actions, grievances, investigations or charges pending or, to the knowledge of the Company, threatened between the Company or any Subsidiary and any of their respective employees, which, individually or in the aggregate, would reasonably be expected to prevent or materially delay consummation of the Offer or the Merger or otherwise would reasonably be expected to prevent or materially delay the Company from performing its obligations under this Agreement or would reasonably be expected to have a Material Adverse Effect; (ii) neither the Company nor any of its Subsidiaries has Subsidiary is a party to any labor contracts or collective bargaining agreements agreement or other Contract with any a labor union applicable to persons employed by the Company or any Subsidiary, nor, to the knowledge of its Subsidiaries the Company, are there currently any activities or proceedings of any persons labor union to organize any such employees nor have there been any such activities for the past five (5) years; (iii) to the knowledge of the Company, neither the Company nor any Subsidiary has breached or otherwise performing services primarily for failed to comply with any provision of any such agreement or Contract, and there are no grievances outstanding against the Company or any of its Subsidiaries. To Subsidiary under any such collective bargaining agreement or Contract; (iv) to the Knowledge knowledge of the Company, there are no unfair labor practice complaints pending against the Company or any Subsidiary of the Company before the National Labor Relations Board (the “NLRB”) or any other labor relations tribunal or authority, except for such complaints that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. There are no strikes, work stoppages, slowdowns, lockouts, arbitrations or grievances, or other labor disputes pending or, to the Knowledge of the Company, threatened against or current union representation questions involving the Company or its Subsidiaries, except for such labor disputes that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. No labor organization or group of employees of the Company or any of its Subsidiaries has made a pending demand for recognition or certification. Neither the Company nor any of its Subsidiaries has experienced any material labor Subsidiary; and (v) there is no strike, dispute or slowdown, work stoppage or other material labor difficulty involving its employees since January 1lockout, 2004or, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the NLRB or any other labor relations tribunal or authority, except for such demands, proceedings or petitions that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. Each knowledge of the Company, threat thereof, by or with respect to any employees of the Company and its Subsidiaries is in compliance with all applicable laws and agreements respecting employment and employment practices, terms and conditions of employment, wages and hours and occupational safety and health, except where or any failure to comply would not, or would not reasonably be expected to, individually or in Subsidiary nor has there been any such occurrence for the aggregate have a Material Adverse Effect. Neither the Company nor its Subsidiaries are liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits past five (other than routine payments to be made in the ordinary course of business consistent with past practice), except where any failure to comply would not or would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect5) years.

Labor and Employment Matters. Neither the Company Source nor any of its Subsidiaries is now, or has been in the past five years, or is in current negotiations to be, a party to or bound by any collective bargaining agreement or any other agreement with a labor union; and, to the knowledge of Source, there has been no effort by any labor contracts or collective bargaining agreements with union during the 24 months prior to the date hereof to organize any persons employed by the Company employees of Source or any of its Subsidiaries into one or more collective bargaining units. There is no pending or, to the knowledge of Source, threatened labor, strike or work stoppage. None of Source, its Subsidiaries or, to the knowledge of Source, any persons otherwise performing services primarily for agent, representative or employee thereof has, within the Company last 24 months, committed any unfair labor practice as defined in the National Labor Relations Act, as amended, and there is no pending or, to the knowledge of Source, threatened charge or complaint against Source or any of its Subsidiaries. To the Knowledge of the Company, there are no unfair labor practice complaints pending against the Company Subsidiaries by or any Subsidiary of the Company before with the National Labor Relations Board (the “NLRB”) or any other representative thereof. There has been no strike, walkout or work stoppage involving the employees of Source or any of its Subsidiaries during the 24 months prior to the date hereof. There are no actions, suits, claims, labor relations tribunal disputes or authoritygrievances pending, except for such complaints that would notor, to the knowledge of Source, threatened relating to any labor, safety or discrimination matters involving any employee, including, without limitation, charges of unfair labor practices or discrimination complaints, which, if adversely determined, would, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries taken as result in a whole. There are no strikes, work stoppages, slowdowns, lockouts, arbitrations or grievances, or other labor disputes pending or, to the Knowledge of the Company, threatened against or involving the Company or its Subsidiaries, except for such labor disputes that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. No labor organization or group of employees of the Company or any of its Subsidiaries has made a pending demand for recognition or certification. Neither the Company nor any of its Subsidiaries has experienced any material labor strike, dispute or stoppage or other material labor difficulty involving its employees since January 1, 2004, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the NLRB or any other labor relations tribunal or authority, except for such demands, proceedings or petitions that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. Each of the Company and its Subsidiaries is in compliance with all applicable laws and agreements respecting employment and employment practices, terms and conditions of employment, wages and hours and occupational safety and health, except where any failure to comply would not, or would not reasonably be expected to, individually or in the aggregate have a Source Material Adverse Effect. Neither the Company nor Each of Source and its Subsidiaries are (i) has complied in all material respects with applicable laws, rules and regulations relating to employment, employment practices, wages and hours, civil rights and equal employment opportunities, including but not limited to, the Civil Rights Act of 1964, the Fair Labor Standards Act, and the Americans with Disabilities Act, as amended, (ii) has withheld all amounts required by law or agreement to be withheld from the wages, salaries or other payments to its employees, except as would not result in material liability to Source, (iii) is not liable for any arrears of wages or other taxes or any penalty for failure to comply with any of the foregoing, except as would not result in material liability to Source, (iv) has not incurred any material liability or material obligations under the Worker Adjustment and Retraining Notification Act or any similar state law which remains unsatisfied and (v) is not liable for any payment to any trust or other fund or to any Governmental Entity, Authority with respect to unemployment compensation employment insurance benefits or other benefits or obligations for such Persons (other than routine payments to be made in the ordinary normal course of business and consistent with past practicepractices). There are no pending, or to Source's knowledge, threatened claims or actions against Source under any worker's compensation policy or long-term disability policy that would result in a material liability to Source. Neither Source nor Source ERISA Affiliate has direct or indirect liability with respect to any misclassification of any person as an independent contractor rather than as an employee, or with respect to any employee leased from another employer, except where any failure to comply as would not or would not reasonably be expected to, individually or result in the aggregate, have a Material Adverse Effectmaterial liability to Source.

Labor and Employment Matters. Neither Except for the Company nor Union Contracts, the Company is not a party to, or bound by, or in the process of negotiating, any collective bargaining agreement or similar labor union Contract with respect to any of its Subsidiaries has any labor contracts or collective bargaining agreements with any persons employed employees. Except for employees covered by the a Company or any of its Subsidiaries or any persons otherwise performing services primarily for the Company or any of its Subsidiaries. To the Knowledge of the CompanyUnion Contract, there are no unfair labor practice complaints pending against the Company or any Subsidiary employees of the Company before are represented by any other labor union with respect to their employment with the Company. There are no labor union representation or certification proceedings with respect to employees of the Company pending or threatened in writing to be brought or filed with the National Labor Relations Board (Board, and there are no, and since January 1, 2017 there have been no, labor union organizing activities with respect to any employees of the “NLRB”) Company. Since January 1, 2017, there have been no labor union strikes, slowdowns, work stoppages or any lockouts or other material labor relations tribunal disputes pending or authority, except for such complaints that threatened in writing against or affecting the Company. Except as would notnot have or would not reasonably be expected to have, individually or in the aggregate, reasonably be expected to be material to the a Company and its Subsidiaries taken as a whole. There are no strikesMaterial Adverse Effect, work stoppages, slowdowns, lockouts, arbitrations or grievances, or other labor disputes pending or, to the Knowledge of the Company, threatened against or involving the Company or its Subsidiaries, except for such labor disputes that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. No labor organization or group of employees of the Company or any of its Subsidiaries has made a pending demand for recognition or certification. Neither the Company nor any of its Subsidiaries has experienced any material labor strike, dispute or stoppage or other material labor difficulty involving its employees since January 1, 20042017, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the NLRB or any other labor relations tribunal or authority, except for such demands, proceedings or petitions that would not, individually or in the aggregate, reasonably be expected to be material to the Company has complied and its Subsidiaries taken as a whole. Each of the Company and its Subsidiaries is in compliance with all Company Union Contracts and applicable Laws pertaining to employment or labor matters, including but not limited to all laws and agreements respecting relating to labor relations, unfair labor practices, equal employment and opportunities, fair employment practices, terms employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, employee classification, child labor, hiring, promotion and conditions termination of employmentemployees, wages working conditions, meal and hours break periods, privacy, health and occupational safety safety, workers’ compensation, leaves of absence, paid sick leave, whistleblowing, and healthunemployment insurance. Since January 1, except where 2017, the Company has not engaged in any failure to comply action that will require any notifications under the Workers Adjustment and Retraining Notification Act and comparable local, state, and federal Laws (the “WARN Act”). Except as would not, or would not reasonably be expected to, individually or in the aggregate have a Material Adverse Effectaggregate, result in material liability to the Company, there are no Claims or investigations pending or, to the Knowledge of the Company, threatened by or on behalf of any employee of the Company, that relate to employment or labor matters. Neither the Company nor its Subsidiaries are liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits (other than routine payments to be made in the ordinary course of business consistent with past practice), except where any failure to comply Except as would not have or would not reasonably be expected toto have, individually or in the aggregate, have a Company Material Adverse Effect, all employees of the Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified as exempt.

Labor and Employment Matters. Neither the Company nor any of its Subsidiaries has is a party to any labor contracts or collective bargaining agreements agreement or similar agreement with any persons employed by a labor union or organization (a “Labor Agreement”) with respect to employees based in the United States. Section 4.18 of the Company Disclosure Schedule sets forth each Labor Agreement with respect to employees based outside the United States. Except as has not had and would not reasonably be expected to have, individually or any in the aggregate, a Material Adverse Effect on the Company, there is no (a) unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending, or to the knowledge of its Subsidiaries or any persons otherwise performing services primarily for the Company, threatened against the Company or any of its Subsidiaries. To ; (b) activity or proceeding by a labor union or representative thereof to the Knowledge of the Company, there are no unfair labor practice complaints pending against the Company or any Subsidiary knowledge of the Company before the National Labor Relations Board (the “NLRB”) or to organize any other labor relations tribunal or authority, except for such complaints that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. There are no strikes, work stoppages, slowdowns, lockouts, arbitrations or grievances, or other labor disputes pending or, to the Knowledge of the Company, threatened against or involving the Company or its Subsidiaries, except for such labor disputes that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. No labor organization or group of employees of the Company or any of its Subsidiaries has made a pending demand for recognition Subsidiaries; or certification. Neither the Company nor any of its Subsidiaries has experienced any material labor strike(c) lockouts, dispute strikes, slowdowns, work stoppages or stoppage threats thereof by or other material labor difficulty involving its employees since January 1, 2004with respect to such employees, and during the last three years there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened has not been any such action contemplated by clauses (a), (b) and (c). Except as has not had, and would not reasonably be expected to be brought or filed, with the NLRB or any other labor relations tribunal or authority, except for such demands, proceedings or petitions that would nothave, individually or in the aggregate, reasonably be expected to be material to a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. Each Company, each of the Company and its Subsidiaries is in compliance with all applicable laws Labor Agreements and agreements all Applicable Laws respecting employment and employment practices, terms and conditions of employment, wages and hours and occupational safety and health. Except as has not had, except where any failure to comply would not, or and would not reasonably be expected to, individually or in the aggregate have a Material Adverse Effect. Neither the Company nor its Subsidiaries are liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits (other than routine payments to be made in the ordinary course of business consistent with past practice), except where any failure to comply would not or would not reasonably be expected tohave, individually or in the aggregate, have a Material Adverse EffectEffect on the Company, neither the Company nor any of its Subsidiaries is subject to any obligation to inform or consult with any labor union, trade union (whether independent or not), works council or other body representing employees or other service providers in connection with this Agreement, the transactions contemplated by this Agreement or the Closing (whether under Applicable Law or contract).

Labor and Employment Matters. Neither Except as set forth in Section 5.1(l) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries (i) has agreed to recognize any labor union or labor organization, nor has any labor contracts union or labor organization been certified, as the exclusive bargaining representative of any employees of the Company or any of its Subsidiaries; (ii) is a party to or otherwise bound by, or currently negotiating, any collective bargaining agreements agreement with a labor union or labor organization (a “CBA”); or (iii) is the subject of any persons employed by proceeding asserting that the Company or any of its Subsidiaries has committed an unfair labor practice or seeking to compel it to bargain with any labor union or labor organization, nor, to the Knowledge of the Company, is any such proceeding threatened in writing in each case, that, individually or in the aggregate, has not had and would not have, individually or in the aggregate, a Company Material Adverse Effect. There is not now, nor has there been since the Applicable Date any labor strike, walk-out, work stoppage, slow-down or lockout, or any persons otherwise performing services primarily for material labor dispute, involving the Company or any of its SubsidiariesSubsidiaries nor, to the Knowledge of the Company, is any such dispute threatened in writing. To the Knowledge of the Company, there are is no unfair labor practice complaints pending against the Company or any Subsidiary of the Company before the National Labor Relations Board (the “NLRB”) or any other labor relations tribunal or authority, except for such complaints that would not, individually or in the aggregate, reasonably be expected campaign being conducted to be material to the Company and its Subsidiaries taken as a whole. There are no strikes, work stoppages, slowdowns, lockouts, arbitrations or grievances, or other labor disputes pending or, to the Knowledge of the Company, threatened against or involving the Company or its Subsidiaries, except for such labor disputes that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. No labor organization or group of solicit cards from employees of the Company or any of its Subsidiaries has made to authorize representation by a pending demand for recognition or certificationlabor organization. Neither the Company nor any of its Subsidiaries have closed any plant or facility or effectuated any layoffs of employees or implemented any early retirement, separation or window program since the Applicable Date, nor has experienced any such action or program been announced for the future in any case that would reasonably be expected to give rise to any material labor strikeobligation under the United States Worker Adjustment and Retraining Notification Act or any similar Law, dispute or stoppage the rules and regulations thereunder (collectively, the “WARN Act”), except for any such obligation that was satisfied on or other material labor difficulty involving prior to December 31, 2015. To the Knowledge of the Company, all Persons who provide services to the Company or any of its Subsidiaries have been properly classified as exempt or non-exempt under the Fair Labor Standards Act and similar state Law and as employees since January 1or independent contractors for all purposes, 2004including tax, employment law and employee benefit plan purposes, except for immaterial instances of mis-classification (if any). Except as set forth in Section 5.1(l) of the Company Disclosure Letter, the Company and its Subsidiaries are in compliance with all workplace health and safety Laws and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened claims related to be brought workplace health or filed, with safety or employment of any employees of the NLRB Company or any other labor relations tribunal or authorityof its Subsidiaries, except in each case for such demands, proceedings non-compliance or petitions claims that have not had and would notnot have, individually or in the aggregate, reasonably be expected to be material to the a Company and its Subsidiaries taken as a whole. Each of the Company and its Subsidiaries is in compliance with all applicable laws and agreements respecting employment and employment practices, terms and conditions of employment, wages and hours and occupational safety and health, except where any failure to comply would not, or would not reasonably be expected to, individually or in the aggregate have a Material Adverse Effect. Neither No employee of the Company nor or any of its Subsidiaries are liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits (other than routine payments to be made in is employed outside the ordinary course of business consistent with past practice), except where any failure to comply would not or would not reasonably be expected to, individually or in the aggregate, have a Material Adverse EffectUnited States.

Labor and Employment Matters. Neither the Company nor any of its Subsidiaries has any labor contracts or collective bargaining agreements with any persons employed by the Company or any of its Subsidiaries or any persons otherwise performing services primarily for the Company or any of its Subsidiaries. To the Knowledge of the Company, there are no unfair labor practice complaints pending against the Company or any Subsidiary of the Company before the National Labor Relations Board (the “NLRB”) or any other labor relations tribunal or authority, except for such complaints that would not, individually or in the aggregate, reasonably be expected to be material Except to the Company extent set forth in Schedule 3.18, (a) Citizens and its Subsidiaries taken as a whole. There are no strikes, work stoppages, slowdowns, lockouts, arbitrations or grievances, or other labor disputes pending or, to the Knowledge of the Company, threatened against or involving the Company or its Subsidiaries, except for such labor disputes that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. No labor organization or group of employees of the Company or any of its Subsidiaries has made a pending demand for recognition or certification. Neither the Company nor any of its Subsidiaries has experienced any material labor strike, dispute or stoppage or other material labor difficulty involving its employees since January 1, 2004, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the NLRB or any other labor relations tribunal or authority, except for such demands, proceedings or petitions that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. Each of the Company and its Subsidiaries is have been in compliance with all applicable laws and agreements Applicable Laws respecting employment and employment practices, terms and conditions of employment, wages and hours hours, including, without limitation, the Immigration Reform and Control Act ("IRCA"), the Worker Adjustment and Retraining Notification Act ("WARN"), any Applicable Law respecting employment discrimination, disability rights and benefits, equal opportunity, plant closure issues, affirmative action, worker's compensation, employee benefits, severance payments, labor relations, employee leave issues, wage and hour standards, occupational safety and healthhealth requirements and unemployment insurance and related matters, and is not engaged in and has not engaged in any unfair labor practice, except where any failure to comply would not, or would for such noncompliances which in the aggregate could not reasonably be expected to, individually or in the aggregate have to cause a Material Adverse Effect. Neither Effect on Citizens; (b) to the knowledge of Citizens, no investigation or review by or before any Governmental Authority concerning any possible conflicts with or violations of any such Applicable Law is pending, nor is any such investigation threatened, nor has any such investigation occurred during the last three years and no Governmental Authority has provided any notice to Citizens or otherwise asserted an intention to conduct any such investigation or review, nor is there any basis for any such investigation or review; (c) there is no labor strike, dispute, slowdown or stoppage actually pending or, to Citizens' knowledge, threatened against or directly affecting Citizens or any of its Subsidiaries; (d) no union representation question or, to Citizens' knowledge, union organizational activity exists respecting the employees of Citizens or any of its Subsidiaries; (e) no collective bargaining agreement exists which is binding on Citizens or any of its Subsidiaries, nor has Citizens or any of its Subsidiaries been a party to any collective bargaining agreement within the last ten years; (f) neither Citizens nor any of its Subsidiaries has experienced any work stoppage or other labor difficulties; (g) neither Citizens nor any of its Subsidiaries is delinquent in payments to any of its officers, directors, employees or agents for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them or amounts required to be reimbursed to such officers, directors, employees or agents; (h) except as provided in any Plan or Employee Agreement, neither Citizens nor any of its Subsidiaries has done anything or entered into any agreement that would cause Citizens or any of its Subsidiaries, the Company nor its Subsidiaries are or the Surviving Corporation to be liable to any of said officers, directors, employees or agents, in the event of termination for any payment to reason of the employment of any trust said officers, directors, employees or agents, for so-called "severance pay" or any other fund similar payments or to any Governmental Entitybenefits, with respect to unemployment compensation benefits including, without limitation, post-employment healthcare (other than routine payments pursuant to be made COBRA) or insurance benefits; and (i) within the three-year period prior to the date hereof there has not been any termination of employment of any officer, director, employee or agent of Citizens or any of its Subsidiaries who receives salary or compensation in excess of $40,000 per annum or any termination of any officer, director, employee or agent of Citizens or any of its Subsidiaries that could result in a Liability to the ordinary course Company in excess of business consistent with past practice$40,000. In furtherance and not in limitation of the representations and warranties set forth in Section 3.14, there are no pending or, to Citizens' knowledge, threatened suits, claims, actions, charges, investigations or proceedings of any nature (A) under or alleging violation of IRCA, WARN or any Applicable Law respecting employment and employment practices, including, without limitation, discrimination, disability rights or benefits, equal opportunity, plant closures, affirmative action, worker's compensation, employee benefits, severance payments, labor relations, employee leave issues, wage and hour standards, occupational safety and health requirements or unemployment insurance and related matters, (B) relating to alleged unfair labor practices (or the equivalent thereof under any Applicable Law), except where any failure to comply would not or would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.

Labor and Employment Matters. Neither (a) Except as set forth on Schedule 5.10 of the Company nor Tenet Disclosure Schedules, none of the Tenet Contributed Companies is a party to or otherwise subject to any of its Subsidiaries has any labor contracts Contract or collective bargaining agreements agreement with any persons employed labor organization or other employee representative body, and no such Contract or agreement is being negotiated by the Company or any of its Subsidiaries or any persons otherwise performing services primarily for the Company or any of its SubsidiariesTenet Contributed Companies. To the Knowledge No employee of the Company, there are no Tenet Contributed Business is represented by any labor organization or other employee representative body. No petition for representation of any employees of the Tenet Contributed Business has been filed with any Governmental Authority. No labor dispute or unfair labor practice complaints charge or complaint is pending or, to the knowledge of Tenet, has been threatened against the Company or any Subsidiary of the Company before Tenet Contributed Companies, and there have been no such disputes, charges or complaints in the National Labor Relations Board (the “NLRB”) or any other labor relations tribunal or authoritypast three years, except for such disputes charges or complaints that as would not, individually or in the aggregate, reasonably be expected to be material have a Tenet Material Adverse Effect. There is no work slowdown or stoppage, picketing or strike pending, or to the Company and its Subsidiaries taken as a whole. There are no strikesknowledge of Tenet, work stoppagesthreatened, slowdowns, lockouts, arbitrations or grievances, or other labor disputes pending or, to the Knowledge against any of the CompanyTenet Contributed Companies, threatened against or involving and there have been no such activities for the Company or its Subsidiariespast three years, except for such labor disputes that as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. No labor organization or group of employees of the Company or any of its Subsidiaries has made a pending demand for recognition or certification. Neither the Company nor any of its Subsidiaries has experienced any material labor strike, dispute or stoppage or other material labor difficulty involving its employees since January 1, 2004, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the NLRB or any other labor relations tribunal or authority, except for such demands, proceedings or petitions that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. Each of the Company and its Subsidiaries is in compliance with all applicable laws and agreements respecting employment and employment practices, terms and conditions of employment, wages and hours and occupational safety and health, except where any failure to comply would not, or would not reasonably be expected to, individually or in the aggregate have a Tenet Material Adverse Effect. Neither To the Company nor its Subsidiaries are liable for knowledge of Tenet, there is no effort by or on behalf of any payment to any trust labor union or other fund employee representative body to organize any employees of the Tenet Contributed Business, and there have been no such efforts for the past three years. No notice, consent or to any Governmental Entity, consultation obligations with respect to unemployment compensation benefits (any employees of the Tenet Contributed Business, or any labor organization or other than routine payments to employee representative body representing employees of the Tenet Contributed Business, will be made in triggered by the ordinary course execution of business consistent with past practice), except where any failure to comply would not this Agreement or would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effectconsummation of the transactions contemplated hereby.

Labor and Employment Matters. Neither the Company nor any of its Subsidiaries has Company Subsidiary is a party to or bound by any labor contracts collective bargaining agreement or collective bargaining agreements relationship with any persons employed by labor union, works council, employee representative, or other organization representing, purporting to represent or attempting to represent any employee of the Company or any of its Subsidiaries or any persons otherwise performing services primarily Company Subsidiary. Except for the Company or any of its Subsidiaries. To the Knowledge of the Company, there are no unfair labor practice complaints pending against the Company or any Subsidiary of the Company before the National Labor Relations Board (the “NLRB”) or any other labor relations tribunal or authority, except for such complaints that would notmatters that, individually or in the aggregate, would not reasonably be expected to be material have a Company Material Adverse Effect, (i) there is no ongoing or, to the Company Knowledge of the Company, threatened, strike, slowdown, picketing, work stoppage, concerted refusal to work overtime or other similar labor dispute, and its Subsidiaries taken as a whole. There no such dispute has occurred since January 1, 2008, (ii) there are no strikes, work stoppages, slowdowns, lockoutslabor- or employment-related grievances, arbitrations or grievances, or other labor disputes litigation and there is no representation petition pending or, to the Knowledge of the Company, threatened against in writing or involving anticipated with respect to any employee of the Company or its any Company Subsidiaries, except (iii) there are no union organization or decertification activities pending or, to the Knowledge of the Company, threatened, and to the Knowledge of the Company, no such activities have occurred since January 1, 2008, and (iv) to Knowledge of the Company, no officer or key employee of the Company or any Company Subsidiary is in violation of any term of any employment Contract, non-disclosure agreement, non-competition agreement, or restrictive covenant to a former employer relating to the right of any such officer or key employee to be employed by the Company or any Company Subsidiary because of the nature of the business conducted or presently proposed to be conducted by the Company or any Company Subsidiary or to the use of trade secrets or proprietary information of others. Except for such labor disputes that would notmatters that, individually or in the aggregate, would not reasonably be expected to be material to the have a Company and its Subsidiaries taken as a whole. No labor organization or group of employees of the Company or any of its Subsidiaries has made a pending demand for recognition or certification. Neither Material Adverse Effect, neither the Company nor any Company Subsidiary has engaged in any unfair labor practices within the meaning of its Subsidiaries has experienced any material labor strike, dispute or stoppage or other material labor difficulty involving its employees since January 1, 2004, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the NLRB or any other labor relations tribunal or authority, except National Labor Relations Act. Except for such demands, proceedings or petitions that would notmatters that, individually or in the aggregate, would not reasonably be expected to be material to have a Company Material Adverse Effect, the Company and its Subsidiaries taken as a whole. Each of the Company and its Subsidiaries is are in compliance in all material respects with all applicable laws and agreements respecting Laws relating to employment and employment practices, including provisions thereof relating to workers’ compensation, terms and conditions of employment, worker safety, wages and hours hours, civil rights, discrimination, immigration, collective bargaining, and occupational safety the Worker Adjustment and healthRetraining Notification Act, except where 29 U.S.C. § 2109 et seq. or any failure to comply would notsimilar or related Law (the “WARN Act”), and there are no pending, or would not reasonably be expected toto the Knowledge of the Company, individually or in the aggregate have a Material Adverse Effect. Neither threatened material Actions against the Company nor its Subsidiaries are liable for or any payment Company Subsidiary by any current or former director, officer, employee or contractor relating to labor or employment matters at the Company or any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits (other than routine payments to be made in the ordinary course of business consistent with past practice), except where any failure to comply would not or would not reasonably be expected to, individually or in the aggregate, have a Material Adverse EffectCompany Subsidiary.

Labor and Employment Matters. Neither the Company nor any of its Subsidiaries has any labor contracts or collective bargaining agreements with any persons employed by the Company or any of its Subsidiaries or any persons otherwise performing services primarily for the Company or any of its Subsidiaries. To Except as set forth on Schedule 3.2(l): (A) to the Knowledge of HDOC, no key executive employee and no group of employees or independent contractors of any Company has any plans to terminate his, her or their employment or relationship with such Company; (B) each of the Company, Companies has complied in all material respects with all Applicable Laws relating to the employment of personnel and labor; (C) there are no material formal or informal employment related controversies, cases, grievances, claims, charges or proceedings pending or, to the Knowledge of HDOC, threatened, including claims of unfair labor practice complaints pending against the Company practices, discrimination or any Subsidiary failure to pay wages; (D) none of the Company before the National Labor Relations Board (the “NLRB”) Companies is party to or bound by any collective bargaining agreement or any other contract or agreement with any labor organization; (E) there are no negotiations pending between any Company, on the one hand, and any labor union, on the other hand, regarding terms for a collective bargaining agreement or other union contract; (F) there are no ongoing or, to the knowledge of HDOC, threatened strikes, slow downs, work stoppages, lockouts or other similar labor relations tribunal problems with respect to employees of any Company; (G) none of the Companies is party to any settlement agreement, consent decree or authority, except other agreement containing continuing compliance or reporting obligations entered into to resolve any labor or employment matter; (H) no labor organization or group of employees of any Company has made a pending demand for such complaints that would not, individually or in the aggregate, reasonably be expected to be material to the Company recognition; and its Subsidiaries taken as a whole. There are no (I) there have not been any strikes, work stoppages, slowdowns, pickets, lockouts, arbitrations or walkouts, material arbitrations, material grievances, unfair labor practice charges or other material labor disputes pending or involving any Company or, to the Knowledge of HDOC, threatened against any Company, and to the Knowledge of HDOC, there are no facts or circumstances which could form the basis for any of the foregoing. None of the Companies has implemented any “plant closing” or “mass layoff” of employees that would reasonably be expected to require notification under the WARN Act or any similar state or local law or regulation and no such “plant closing” or “mass layoff” will be implemented before the Closing Date without advance notification to and approval of the Purchaser, and there has been no “employment loss” as defined by the WARN Act within the 90 days prior to the Closing Date. There are no material actions, proceedings or investigations against any Company pending or, to the Knowledge of the CompanyHDOC, threatened against or involving the Company or its Subsidiaries, except for such labor disputes that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. No labor organization or group of employees of the Company or any of its Subsidiaries has made a pending demand for recognition or certification. Neither the Company nor any of its Subsidiaries has experienced any material labor strike, dispute or stoppage or other material labor difficulty involving its employees since January 1, 2004, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, filed with the NLRB or any other labor relations tribunal or public authority, except for such demandsgovernmental body, proceedings arbitrator or petitions that would notcourt based on. arising out of, individually in connection with, or in the aggregate, reasonably be expected to be material otherwise relating to the employment or termination of employment or services by any Company of any individual, and its Subsidiaries taken as a whole. Each to the Knowledge of HDOC, there are no facts or circumstances which could form the basis for any of the Company and its Subsidiaries is in compliance with all applicable laws and agreements respecting employment and employment practices, terms and conditions of employment, wages and hours and occupational safety and health, except where any failure to comply would not, or would not reasonably be expected to, individually or in the aggregate have a Material Adverse Effect. Neither the Company nor its Subsidiaries are liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits (other than routine payments to be made in the ordinary course of business consistent with past practice), except where any failure to comply would not or would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effectforegoing.

Labor and Employment Matters. Neither the Company nor any of its Subsidiaries has any labor contracts or collective bargaining agreements with any persons employed by the Company or any of its Subsidiaries or any persons otherwise performing services primarily for the Company or any of its Subsidiaries. To the Knowledge of the Company, there are no unfair labor practice complaints pending against the Company or any Subsidiary of the Company before the National Labor Relations Board (the “NLRB”) or any other labor relations tribunal or authority, except for such complaints that would not, individually or in the aggregate, reasonably be expected to be material Except to the Company extent set forth in Schedule 3.18, (a) FBHC and its Subsidiaries taken as a whole. There are no strikes, work stoppages, slowdowns, lockouts, arbitrations or grievances, or other labor disputes pending or, to the Knowledge of the Company, threatened against or involving the Company or its Subsidiaries, except for such labor disputes that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. No labor organization or group of employees of the Company or any of its Subsidiaries has made a pending demand for recognition or certification. Neither the Company nor any of its Subsidiaries has experienced any material labor strike, dispute or stoppage or other material labor difficulty involving its employees since January 1, 2004, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the NLRB or any other labor relations tribunal or authority, except for such demands, proceedings or petitions that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. Each of the Company and its Subsidiaries is have been in compliance with all applicable laws and agreements Applicable Laws respecting employment and employment practices, terms and conditions of employment, wages and hours hours, including, without limitation, the Immigration Reform and Control Act ("IRCA"), the Worker Adjustment and Retraining Notification Act ("WARN"), any Applicable Law respecting employment discrimination, disability rights and benefits, equal opportunity, plant closure issues, affirmative action, worker's compensation, employee benefits, severance payments, labor relations, employee leave issues, wage and hour standards, occupational safety and healthhealth requirements and unemployment insurance and related matters, and is not engaged in and has not engaged in any unfair labor practice, except where any failure to comply would not, or would for such noncompliances which in the aggregate could not reasonably be expected to, individually or in the aggregate have to cause a Material Adverse Effect. Neither Effect on FBHC; (b) to the knowledge of FBHC, no investigation or review by or before any Governmental Authority concerning any possible conflicts with or violations of any such Applicable Law is pending, nor is any such investigation threatened, nor has any such investigation occurred during the last three years and no Governmental Authority has provided any notice to FBHC or otherwise asserted an intention to conduct any such investigation or review, nor is there any basis for any such investigation or review; (c) there is no labor strike, dispute, slowdown or stoppage actually pending or, to FBHC's knowledge, threatened against or directly affecting FBHC or any of its Subsidiaries; (d) no union representation question or, to FBHC's knowledge, union organizational activity exists respecting the employees of FBHC or any of its Subsidiaries; (e) no collective bargaining agreement exists which is binding on FBHC or any of its Subsidiaries, nor has FBHC or any of its Subsidiaries been a party to any collective bargaining agreement within the last ten years; (f) neither FBHC nor any of its Subsidiaries has experienced any work stoppage or other labor difficulties; (g) neither FBHC nor any of its Subsidiaries is delinquent in payments to any of its officers, directors, employees or agents for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them or amounts required to be reimbursed to such officers, directors, employees or agents; (h) except as provided in any Plan or Employee Agreement, neither FBHC nor any of its Subsidiaries has done anything or entered into any agreement that would cause FBHC or any of its Subsidiaries, the Company nor its Subsidiaries are or the Surviving Corporation to be liable to any of said officers, directors, employees or agents, in the event of termination for any payment to reason of the employment of any trust said officers, directors, employees or agents, for so-called "severance pay" or any other fund similar payments or to any Governmental Entitybenefits, with respect to unemployment compensation benefits including, without limitation, post-employment healthcare (other than routine payments pursuant to be made COBRA) or insurance benefits; and (i) within the three-year period prior to the date hereof there has not been any termination of employment of any officer, director, employee or agent of FBHC or any of its Subsidiaries who receives salary or compensation in excess of $40,000 per annum or any termination of any officer, director, employee or agent of FBHC or any of its Subsidiaries that could result in a Liability to the ordinary course Company in excess of business consistent with past practice$40,000. In furtherance and not in limitation of the representations and warranties set forth in Section 3.14, there are no pending or, to FBHC's knowledge, threatened suits, claims, actions, charges, investigations or proceedings of any nature (A) under or alleging violation of IRCA, WARN or any Applicable Law respecting employment and employment practices, including, without limitation, discrimination, disability rights or benefits, equal opportunity, plant closures, affirmative action, worker's compensation, employee benefits, severance payments, labor relations, employee leave issues, wage and hour standards, occupational safety and health requirements or unemployment insurance and related matters, (B) relating to alleged unfair labor practices (or the equivalent thereof under any Applicable Law), except where any failure to comply would not or would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.

Labor and Employment Matters. Neither the Company nor any of its Subsidiaries (a) has, in the United States, agreed to recognize any labor union or labor organization, nor has any labor contracts union or labor organization, in the United States, been certified as the exclusive bargaining representative of any employees of the Company or any of its Subsidiaries, (b) is a party to or otherwise bound by, or currently negotiating, any collective bargaining agreements agreement or other Contract with a labor union or labor organization in the United States, or (c) as of the date hereof is the subject of any persons employed by material proceeding asserting that the Company or any of its Subsidiaries has committed an unfair labor practice or seeking to compel it to bargain with any persons otherwise performing services primarily for the Company labor union or any of its Subsidiaries. To labor organization, nor, to the Knowledge of the Company, there are no unfair labor practice complaints pending against the Company or is any Subsidiary of the Company before the National Labor Relations Board (the “NLRB”) or any other labor relations tribunal or authority, except such proceeding threatened. Except for such complaints that would notmatters that, individually or in the aggregate, have not had or would not reasonably be expected to be material to have a Company Material Adverse Effect, (i) the Company and each of its Subsidiaries taken as a whole. There are no strikesin compliance with all applicable Laws respecting labor, work stoppagesemployment, slowdownsfair employment practices, lockoutsterms and conditions of employment, arbitrations workers' compensation, occupational safety and health requirements, plant closings, wages and hours, withholding of taxes, Form I-9 matters, employment discrimination, disability rights or grievancesbenefits, or other equal opportunity, labor disputes pending orrelations, employee leave issues and unemployment insurance and related matters, and (ii) to the Knowledge of the Company, threatened against or involving the Company or its Subsidiaries, except for such labor disputes that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. No labor organization or group of employees none of the Company or any of its Subsidiaries has made classified an individual as an "independent contractor" or of similar status who, according to a pending demand for recognition Benefit Plan or certification. Neither the Company nor any applicable Law, should have been classified as an employee or of its Subsidiaries has experienced any material labor strike, dispute or stoppage or other material labor difficulty involving its employees since January 1, 2004, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the NLRB or any other labor relations tribunal or authority, except for such demands, proceedings or petitions that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. Each of the Company and its Subsidiaries is in compliance with all applicable laws and agreements respecting employment and employment practices, terms and conditions of employment, wages and hours and occupational safety and health, except where any failure to comply would not, or would not reasonably be expected to, individually or in the aggregate have a Material Adverse Effect. Neither the Company nor its Subsidiaries are liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits (other than routine payments to be made in the ordinary course of business consistent with past practice), except where any failure to comply would not or would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effectsimilar status.

Labor and Employment Matters. Neither the (i) None of Company nor or any of its Subsidiaries has is the subject of any labor contracts suit, action or collective bargaining agreements with any persons employed by proceeding which is pending or, to the knowledge of the Company, threatened, asserting that the Company or any of its Subsidiaries has committed an unfair labor practice or any persons otherwise performing services primarily for seeking to compel the Company or any of its Subsidiaries. To Subsidiaries to bargain with any labor organization as to wages and conditions of employment, in any such case; (ii) no strike or other labor dispute involving the Knowledge Company or any of its Subsidiaries is pending or, to the knowledge of the Company, threatened, and, to the knowledge of the Company, there are is no unfair labor practice complaints pending against the Company or activity involving any Subsidiary of the Company before the National Labor Relations Board (the “NLRB”) or any other labor relations tribunal or authority, except for such complaints that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. There are no strikes, work stoppages, slowdowns, lockouts, arbitrations or grievances, or other labor disputes pending or, to the Knowledge of the Company, threatened against or involving the Company or its Subsidiaries, except for such labor disputes that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. No labor organization or group of employees of the Company or any of its Subsidiaries has made seeking to certify a pending demand for recognition collective bargaining unit or certification. Neither engaging in any other organizational activity; (iii) except where such noncompliance would not have a Company Material Adverse Effect, the Company nor any and each of its Subsidiaries is and has experienced any material labor strikebeen, dispute or stoppage or other material labor difficulty involving its employees since January 1, 2004, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the NLRB or any other labor relations tribunal or authority, except for such demands, proceedings or petitions that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. Each knowledge of the Company and its Subsidiaries is Company, in compliance with all applicable laws and agreements respecting employment and employment practices, terms and conditions of employment, employment and wages and hours hours, including, without limitation, any such laws respecting minimum wage and overtime payments, employment discrimination, civil rights, workers' compensation, family and medical leave, administration of leave, rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, the Immigration Reform and Control Act, occupational safety and healthhealth requirements, collective bargaining, the Worker Adjustment and Retraining Notification Act and the payment of social security and similar taxes; and (iv) no person has, to the knowledge of the Company, asserted or threatened to assert that the Company or any of its Subsidiaries is liable for any arrears in wages or taxes or damages, penalties, or other relief, equitable or otherwise, for failure to comply with any of the foregoing, except where any failure to comply would not, or such claims would not reasonably be expected to, individually or in the aggregate have a Material Adverse Effect. Neither the Company nor its Subsidiaries are liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits (other than routine payments to be made in the ordinary course of business consistent with past practice), except where any failure to comply would not or would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.

Labor and Employment Matters. Neither Except as set forth in Section 5.1(l) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries (i) has agreed to recognize any labor union or labor organization, nor has any labor contracts union or labor organization been certified, as the exclusive bargaining representative of any employees of the Company or any of its Subsidiaries; (ii) is a party to or otherwise bound by, or currently negotiating, any collective bargaining agreements agreement with a labor union or labor organization (a “CBA”); or (iii) is the subject of any persons employed by proceeding asserting that the Company or any of its Subsidiaries has committed an unfair labor practice or seeking to compel it to bargain with any labor union or labor organization, nor, to the Knowledge of the Company, is any such proceeding threatened in writing in each case, that, individually or in the aggregate, has not had and would not have, individually or in the aggregate, a Company Material Adverse Effect. There is not now, nor has there been since the Applicable Date any labor strike, walk-out, work stoppage, slow-down or lockout, or any persons otherwise performing services primarily for material labor dispute, involving the Company or any of its SubsidiariesSubsidiaries nor, to the Knowledge of the Company, is any such dispute threatened in writing. To the Knowledge of the Company, there are is no unfair labor practice complaints pending against the Company or any Subsidiary of the Company before the National Labor Relations Board (the “NLRB”) or any other labor relations tribunal or authority, except for such complaints that would not, individually or in the aggregate, reasonably be expected campaign being conducted to be material to the Company and its Subsidiaries taken as a whole. There are no strikes, work stoppages, slowdowns, lockouts, arbitrations or grievances, or other labor disputes pending or, to the Knowledge of the Company, threatened against or involving the Company or its Subsidiaries, except for such labor disputes that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. No labor organization or group of solicit cards from employees of the Company or any of its Subsidiaries has made to authorize representation by a pending demand for recognition or certificationlabor organization. Neither the Company nor any of its Subsidiaries have closed any plant or facility or effectuated any layoffs of employees or implemented any early retirement, separation or window program since the Applicable Date, nor has experienced any such action or program been announced for the future in any case that would reasonably be expected to give rise to any material labor strikeobligation under the United States Worker Adjustment and Retraining Notification Act or any similar Law, dispute or stoppage the rules and regulations thereunder (collectively, the “WARN Act”), except for any such obligation that was satisfied on or other material labor difficulty involving prior to December 31, 2015. To the Knowledge of the Company, all Persons who provide services to the Company or any of its Subsidiaries have been properly classified as exempt or non-exempt under the Fair Labor Standards Act and similar state Law and as employees since January 1or independent contractors for all purposes, 2004including tax, employment law and employee benefit plan purposes, except for immaterial instances of mis-classification (if any). Except as set forth in Section 5.1(l) of the Company Disclosure Letter, the Company and its Subsidiaries are in compliance with all workplace health and safety Laws and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened claims related to be brought workplace health or filed, with safety or employment of any employees of the NLRB Company or any other labor relations tribunal or authorityof its Subsidiaries, except in each case for such demands, proceedings non-compliance or petitions claims that have not had and would notnot have, individually or in the aggregate, reasonably be expected to be material to the a Company and its Subsidiaries taken as a whole. Each of the Company and its Subsidiaries is in compliance with all applicable laws and agreements respecting employment and employment practices, terms and conditions of employment, wages and hours and occupational safety and health, except where any failure to comply would not, or would not reasonably be expected to, individually or in the aggregate have a Material Adverse Effect. Neither No employee of the Company nor or any of its Subsidiaries are liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits (other than routine payments to be made in is employed outside the ordinary course of business consistent with past practice), except where any failure to comply would not or would not reasonably be expected to, individually or in the aggregate, have a Material Adverse EffectUnited States.