Common use of Labor Matters; Employees Clause in Contracts

Labor Matters; Employees. (a) (i) There is no labor strike, dispute, slowdown, work stoppage or lockout actually pending or, to the knowledge of Parent, threatened against or affecting Parent or any of its Subsidiaries and, during the past five years, there has not been any such action, (ii) none of Parent or any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of Parent or any of its Subsidiaries, (iii) none of the employees of Parent or any of its Subsidiaries are represented by any labor organization and none of Parent or any of its Subsidiaries have any knowledge of any current union organizing activities among the employees of Parent or any of its Subsidiaries nor does any question concerning representation exist concerning such employees, (iv) Parent and its Subsidiaries have each at all times been in material compliance with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and are not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Law, ordinance or regulation, (v) there is no unfair labor practice charge or complaint against Parent or any of its Subsidiaries pending or, to the knowledge of Parent, threatened before the National Labor Relations Board or any similar state or foreign agency, (vi) there is no grievance or arbitration proceeding arising out of any collective bargaining agreement or other grievance procedure relating to Parent or any of its Subsidiaries, (vii) neither the Occupational Safety and Health Administration nor any other federal or state agency has threatened to file any citation, and there are no pending citations, relating to Parent or any of its Subsidiaries, and (viii) there is no employee or governmental claim or investigation, including any charges to the Equal Employment Opportunity Commission or state employment practice agency, investigations regarding Fair Labor Standards Act compliance, audits by the Office of Federal Contractor Compliance Programs, Workers’ Compensation claims, sexual harassment complaints or demand letters or threatened claims.

Labor Matters; Employees. (a) (i) There is no labor strike, dispute, slowdown, work stoppage or lockout actually pending or, to the knowledge of Parentthe Company, threatened against or affecting Parent the Company or any of its Subsidiaries and, during the past five years, there has not been any such action, (ii) none of Parent the Company or any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of Parent the Company or any of its Subsidiaries, (iii) none of the employees of Parent the Company or any of its Subsidiaries are represented by any labor organization and none of Parent the Company or any of its Subsidiaries have any knowledge of any current union organizing activities among the employees of Parent the Company or any of its Subsidiaries nor does any question concerning representation exist concerning such employees, (iv) Parent the Company and its Subsidiaries have each at all times been in material compliance with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and are not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Law, ordinance or regulation, (v) there is no unfair labor practice charge or complaint against Parent the Company or any of its Subsidiaries pending or, to the knowledge of Parentthe Company, threatened before the National Labor Relations Board or any similar state or foreign agency, (vi) there is no grievance or arbitration proceeding arising out of any collective bargaining agreement or other grievance procedure relating to Parent the Company or any of its Subsidiaries, (vii) neither the Occupational Safety and Health Administration nor any other federal or state agency has threatened to file any citation, and there are no pending citations, relating to Parent the Company or any of its Subsidiaries, and (viii) there is no employee or governmental claim or investigation, including any charges to the Equal Employment Opportunity Commission or state employment practice agency, investigations regarding Fair Labor Standards Act compliance, audits by the Office of Federal Contractor Compliance Programs, Workers’ Compensation claims, sexual harassment complaints or demand letters or threatened claims.

Labor Matters; Employees. (a) Except as set forth in Section 4.15 of the Target Disclosure Letter, (i) There there is no labor strike, dispute, slowdown, work stoppage or lockout actually pending or, to the knowledge of ParentTarget, threatened against or affecting Parent Target or any of its Subsidiaries and, during the past five years, there has not been any such action, (ii) none of Parent Target or any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of Parent Target or any of its Subsidiaries, (iii) none of the employees of Parent Target or any of its Subsidiaries are represented by any labor organization and none of Parent Target or any of its Subsidiaries have any knowledge of any current union organizing activities among the employees of Parent Target or any of its Subsidiaries nor does any question concerning representation exist concerning such employees, (iv) Parent Target and its Subsidiaries have each at all times been in material compliance with all applicable Laws laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and are not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Lawlaw, ordinance or regulation, (v) there is no unfair labor practice charge or complaint against Parent Target or any of its Subsidiaries pending or, to the knowledge of ParentTarget, threatened before the National Labor Relations Board or any similar state or foreign agency, (vi) there is no grievance or arbitration proceeding arising out of any collective bargaining agreement or other grievance procedure relating to Parent Target or any of its Subsidiaries, (vii) neither the Occupational Safety and Health Administration nor any other federal or state agency has threatened to file any citation, and there are no pending citations, relating to Parent Target or any of its Subsidiaries, and (viii) there is no employee or governmental claim or investigation, including any charges to the Equal Employment Opportunity Commission or state employment practice agency, investigations regarding Fair Labor Standards Act compliance, audits by the Office of Federal Contractor Compliance Programs, Workers’ Compensation claims, sexual harassment complaints or demand letters or threatened claims.

Labor Matters; Employees. (a) (i) There is no labor strike, dispute, slowdown, work stoppage or lockout actually pending or, to the knowledge of Parent, threatened against or affecting Parent or any of its Subsidiaries and, during the past five years, there has not been any such action, (ii) none of Parent or any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of Parent or any of its Subsidiaries, (iii) none of the employees of Parent or any of its Subsidiaries are represented by any labor organization and none of Parent or any of its Subsidiaries have any knowledge of any current union organizing activities among the employees of Parent or any of its Subsidiaries nor does any question concerning representation exist concerning such employees, (iv) Parent and its Subsidiaries have each at all times been in material compliance with all applicable Laws laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and are not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Lawlaw, ordinance or regulation, (v) there is no unfair labor practice charge or complaint against any of Parent or any of its Subsidiaries pending or, to the knowledge of Parent, threatened before the National Labor Relations Board or any similar state or foreign agency, (vi) there is no grievance or arbitration proceeding arising out of any collective bargaining agreement or other grievance procedure relating to Parent or any of its Subsidiaries, (vii) neither the Occupational Safety and Health Administration nor any other federal or state agency has threatened to file any citation, and there are no pending citations, relating to Parent or any of its Subsidiaries, and (viii) there is no employee or governmental claim or investigation, including any charges to the Equal Employment Opportunity Commission or state employment practice agency, investigations regarding Fair Labor Standards Act compliance, audits by the Office of Federal Contractor Compliance Programs, Workers’ Compensation claims, sexual harassment complaints or demand letters or threatened claims.

Labor Matters; Employees. (a) (i) There is no labor strike, dispute, slowdown, work stoppage or lockout actually pending or, to the knowledge of ParentTarget, threatened against or affecting Parent Target or any of its Subsidiaries and, during the past five years, there has not been any such action, (ii) none of Parent Target or any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of Parent Target or any of its Subsidiaries, (iii) none of the employees of Parent Target or any of its Subsidiaries are represented by any labor organization and none of Parent Target or any of its Subsidiaries have any knowledge of any current union organizing activities among the employees of Parent Target or any of its Subsidiaries nor does any question concerning representation exist concerning such employees, (iv) Parent Target and its Subsidiaries have each at all times been in material compliance with all applicable Laws laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and are not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Lawlaw, ordinance or regulation, (v) there is no unfair labor practice charge or complaint against Parent Target or any of its Subsidiaries pending or, to the knowledge of ParentTarget, threatened before the National Labor Relations Board or any similar state or foreign agency, (vi) there is no grievance or arbitration proceeding arising out of any collective bargaining agreement or other grievance procedure relating to Parent Target or any of its Subsidiaries, (vii) neither the Occupational Safety and Health Administration nor any other federal or state agency has threatened to file any citation, and there are no pending citations, relating to Parent Target or any of its Subsidiaries, and (viii) there is no employee or governmental claim or investigation, including any charges to the Equal Employment Opportunity Commission or state employment practice agency, investigations regarding Fair Labor Standards Act compliance, audits by the Office of Federal Contractor Compliance Programs, Workers’ Compensation claims, sexual harassment complaints or demand letters or threatened claims.

Labor Matters; Employees. (a) Except as listed in Section 5.14(a) of the Dynegy Disclosure Schedule, (i) There is no labor strike, dispute, slowdown, work stoppage or lockout actually pending or, to the knowledge of Parent, threatened against or affecting Parent or any of its Subsidiaries and, during the past five years, there has not been any such action, (iiA) none of Parent Dynegy or any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of Parent Dynegy or any of its Subsidiaries, Subsidiaries and (iiiB) none of the employees of Parent Dynegy or any of its Subsidiaries are represented by any labor organization and none of Parent Dynegy or any of its Subsidiaries have any knowledge of any current union organizing activities among the employees of Parent Dynegy or any of its Subsidiaries nor does any question concerning representation exist concerning such employees, and (ivii) Parent except as would not cause a Dynegy Material Adverse Effect (A) there is no labor strike, dispute, slowdown, work stoppage or lockout actually pending or, to Dynegy's knowledge threatened against or affecting Dynegy or any of its Subsidiaries and, during the past five years, there has not been any such action, (B) Dynegy and its Subsidiaries have each at all times been in material compliance with all applicable Laws laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and are not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Lawlaw, ordinance or regulation, (vC) there is no unfair labor practice charge or complaint against Parent any of Dynegy or any of its Subsidiaries pending or, to the knowledge of ParentDynegy, threatened before the National Labor Relations Board or any similar state or foreign agency, (viD) there is no grievance or arbitration proceeding arising out of any collective bargaining agreement or other grievance procedure relating to Parent Dynegy or any of its Subsidiaries, (viiE) neither the Occupational Safety and Health Administration nor any other federal or corresponding state agency has threatened to file any citation, and there are no pending citations, relating to Parent Dynegy or any of its Subsidiaries, and (viiiF) there is no employee or governmental claim or investigation, including any charges to the Equal Employment Opportunity Commission or state employment practice agency, investigations regarding Fair Labor Standards Act compliance, audits by the Office of Federal Contractor Compliance Programs, Workers’ Compensation claims, sexual harassment complaints or demand letters or threatened claims.

Labor Matters; Employees. (a) Except as listed in Section 6.14(a) of the Illinova Disclosure Schedule, (i) There is no labor strike, dispute, slowdown, work stoppage or lockout actually pending or, to the knowledge of Parent, threatened against or affecting Parent or any of its Subsidiaries and, during the past five years, there has not been any such action, (iiA) none of Parent Illinova or any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of Parent Illinova or any of its Subsidiaries, Subsidiaries and (iiiB) none of the employees of Parent Illinova or any of its Subsidiaries are represented by any labor organization and none of Parent Illinova or any of its Subsidiaries have any knowledge of any current union organizing activities among the employees of Parent Illinova or any of its Subsidiaries nor does any question concerning representation exist concerning such employees, and (ivii) Parent except as would not cause an Illinova Material Adverse Effect (A) there is no labor strike, dispute, slowdown, work stoppage or lockout actually pending or, to Illinova's knowledge, threatened against or affecting Illinova or any of its Subsidiaries and, during the past five years, there has not been any such action, (B) Illinova and its Subsidiaries have each at all times been in material compliance with all applicable Laws laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and are not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Lawlaw, ordinance or regulation, (vC) there is no unfair labor practice charge or complaint against Parent any of Illinova or any of its Subsidiaries pending or, to the knowledge of ParentIllinova, threatened before the National Labor Relations Board or any similar state or foreign agency, (viD) there is no grievance or arbitration proceeding arising out of any collective bargaining agreement or other grievance procedure relating to Parent Illinova or any of its Subsidiaries, (viiE) neither the Occupational Safety and Health Administration nor any other federal or corresponding state agency has threatened to file any citation, and there are no pending citations, relating to Parent Illinova or any of its Subsidiaries, and (viiiF) there is no employee or governmental claim or investigation, including any charges to the Equal Employment Opportunity Commission or state employment practice agency, investigations regarding Fair Labor Standards Act compliance, audits by the Office of Federal Contractor Compliance Programs, Workers’ Compensation claims, sexual harassment complaints or demand letters or threatened claims.

Labor Matters; Employees. (a) Except as set forth in Section 5.15 of the Target Disclosure Schedule, (i) There there is no labor strike, dispute, slowdown, work stoppage or lockout actually pending or, to the knowledge of ParentTarget, threatened against or affecting Parent Target or any of its Subsidiaries and, during the past five (5) years, there has not been any such action, (ii) none of Parent Target or any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of Parent Target or any of its Subsidiaries, (iii) none of the employees of Parent Target or any of its Subsidiaries are represented by any labor organization and none of Parent Target or any of its Subsidiaries have any knowledge of any current union organizing activities among the employees of Parent Target or any of its Subsidiaries nor does any question concerning representation exist concerning such employees, (iv) Parent Target and its Subsidiaries have each at all times been in material compliance with all applicable Laws laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and are not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Lawlaw, ordinance or regulation, (v) there is no unfair labor practice charge or complaint against Parent Target or any of its Subsidiaries pending or, to the knowledge of ParentTarget, threatened before the National Labor Relations Board or any similar state or foreign agency, (vi) there is no grievance or arbitration proceeding arising out of any collective bargaining agreement or other grievance procedure relating to Parent Target or any of its Subsidiaries, (vii) neither the Occupational Safety and Health Administration nor any other federal or state agency has threatened to file any citation, and there are no pending citations, relating to Parent Target or any of its Subsidiaries, and (viii) to Target’s knowledge, there is no employee or governmental claim or investigation, including any charges to the Equal Employment Opportunity Commission or state employment practice agency, investigations regarding Fair Labor Standards Act compliance, audits by the Office of Federal Contractor Compliance Programs, Workers’ Compensation claims, sexual harassment complaints or demand letters or threatened claims.

Labor Matters; Employees. (a) Except as set forth in Section 3.15 of the Company Disclosure Schedule, (i) There as of the date of this Agreement, there is no labor strike, dispute, slowdown, work stoppage or lockout actually pending or, to the knowledge of Parentthe Company, threatened against or affecting Parent the Company or any of its Subsidiaries and, during the past five years, there has not been any such action, (ii) none of Parent the Company or any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of Parent or any of its SubsidiariesCompany Employee, (iii) none of the employees of Parent or any of its Subsidiaries are Company Employees is represented by any labor organization and none of Parent the Company or any of its Subsidiaries have has any knowledge of any current union organizing activities among the employees of Parent or any of its Subsidiaries nor does any question concerning representation exist concerning such employeesCompany Employees, (iv) Parent the Company and its Subsidiaries have each at all times been in material compliance with all applicable Laws laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and are not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Lawlaw, ordinance or regulation, (v) as of the date of this Agreement there is no unfair labor practice charge or complaint against Parent the Company or any of its Subsidiaries pending or, to the knowledge of Parentthe Company, threatened before the National Labor Relations Board or any similar state or foreign agency, (vi) as of the date of this Agreement there is no grievance or arbitration proceeding arising out of any collective bargaining agreement or other grievance procedure relating to Parent the Company or any of its Subsidiaries, (vii) as of the date of this Agreement neither the Occupational Safety and Health Administration nor any other federal or state agency has threatened to file any citation, and there are no pending citations, relating to Parent the Company or any of its Subsidiaries, and (viii) there is no employee or governmental claim or investigation, including any charges to the Equal Employment Opportunity Commission or state employment practice agency, investigations regarding Fair Labor Standards Act compliance, audits by the Office of Federal Contractor Compliance Programs, Workers’ Compensation claims, sexual harassment complaints or demand letters or threatened claims.

Labor Matters; Employees. (a) Except as set forth in Section 5.15 of the Parent Disclosure Letter, (i) There there is no labor strike, dispute, slowdown, work stoppage or lockout actually pending or, to the knowledge of Parent, threatened against or affecting Parent or any of its Subsidiaries and, during the past five years, there has not been any such action, (ii) none of Parent or any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of Parent or any of its Subsidiaries, (iii) none of the employees of Parent or any of its Subsidiaries are represented by any labor organization and none of Parent or any of its Subsidiaries have any knowledge of any current union organizing activities among the employees of Parent or any of its Subsidiaries nor does any question concerning representation exist concerning such employees, (iv) Parent and its Subsidiaries have each at all times been in material compliance with all applicable Laws laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and are not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Lawlaw, ordinance or regulation, (v) there is no unfair labor practice charge or complaint against any of Parent or any of its Subsidiaries pending or, to the knowledge of Parent, threatened before the National Labor Relations Board or any similar state or foreign agency, (vi) there is no grievance or arbitration proceeding arising out of any collective bargaining agreement or other grievance procedure relating to Parent or any of its Subsidiaries, (vii) neither the Occupational Safety and Health Administration nor any other federal or state agency has threatened to file any citation, and there are no pending citations, relating to Parent or any of its Subsidiaries, and (viii) there is no employee or governmental claim or investigation, including any charges to the Equal Employment Opportunity Commission or state employment practice agency, investigations regarding Fair Labor Standards Act compliance, audits by the Office of Federal Contractor Compliance Programs, Workers’ Compensation claims, sexual harassment complaints or demand letters or threatened claims.

Labor Matters; Employees. (a) Except as set forth on SCHEDULE 5.20(A) of the Company Disclosure Letter, (i) There there is no labor strike, dispute, slowdown, work stoppage or lockout actually pending or, to the knowledge Knowledge of Parentthe Company, threatened against or affecting Parent the Company or any of its Subsidiaries and, during the past five years, there has not been any such action, (ii) none of Parent the Company or any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of Parent the Company or any of its Subsidiaries, (iii) none of the employees of Parent the Company or any of its Subsidiaries are represented by any labor organization and none of Parent the Company or any of its Subsidiaries have any knowledge of any current union organizing activities among the employees of Parent the Company or any of its Subsidiaries nor does any question concerning representation exist concerning such employees, (iv) Parent the Company and its Subsidiaries have each at all times been in material compliance with all applicable Laws respecting employment and employment practices, including Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, 42 U.S.C. ss. 1981, the Americans With Disabilities Act, the Fair Labor Standards Act, ERISA, the Occupational Safety and Health Act, the Family Medical Leave Act, the Immigration Reform and Control Act, the National Labor Relations Act, and any other law, ordinance or regulation respecting the terms and conditions of employment, including authorization to work in the United States, equal employment opportunity (including prohibitions against discrimination, harassment, and retaliation), payment of wages, hours of work and work, occupational safety and health, and are not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Law, ordinance or regulationpractices, (v) there is no unfair labor practice charge or complaint against Parent any of the Company or any of its Subsidiaries pending or, to the knowledge Knowledge of Parentthe Company, threatened before the National Labor Relations Board or any similar state or foreign agency, (vi) there is no grievance or arbitration proceeding arising out of any collective bargaining agreement or other grievance procedure relating to Parent the Company or any of its SubsidiariesSubsidiaries pending, or to the Knowledge of the Company, threatened, before the National Labor Relations Board or any similar state or foreign agency, (vii) neither the Occupational Safety and Health Administration nor any other federal or corresponding state agency has threatened is threatening to file any citation, and there are no pending citations, relating to Parent the Company or any of its Subsidiaries, and (viii) there is are no pending or, to the Knowledge of the Company, threatened material claims by any current or former employee of the Company or governmental claim any employment-related claims or investigationinvestigations by any Governmental Authority, including any charges to the Equal Employment Opportunity Commission or state employment practice agency, investigations regarding Fair Labor Standards Act compliancecompliance with federal, state or local wage and hour laws, audits by the Office of Federal Contractor Compliance Programs, Workers’ Compensation claims, complaints of sexual harassment complaints or demand letters any other form of unlawful harassment, discrimination, or threatened claimsretaliation.

Labor Matters; Employees. (a) Except as set forth in Section 4.15 of the Target Disclosure Schedule, (i) There there is no labor strike, dispute, slowdown, work stoppage or lockout actually pending or, to the knowledge of ParentTarget, threatened against or affecting Parent Target or any of its Subsidiaries and, during the past five years, there has not been any such action, (ii) none of Parent Target or any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of Parent Target or any of its Subsidiaries, (iii) none of the employees of Parent Target or any of its Subsidiaries are represented by any labor organization and none of Parent Target or any of its Subsidiaries have any knowledge of any current union organizing activities among the employees of Parent Target or any of its Subsidiaries nor does any question concerning representation exist concerning such employees, (iv) Parent Target and its Subsidiaries have each at all times been in material compliance with all applicable Laws laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and are not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Lawlaw, ordinance or regulation, (v) there is no unfair labor practice charge or complaint against Parent Target or any of its Subsidiaries pending or, to the knowledge of ParentTarget, threatened before the National Labor Relations Board or any similar state or foreign agency, (vi) there is no grievance or arbitration proceeding arising out of any collective bargaining agreement or other grievance procedure relating to Parent Target or any of its Subsidiaries, (vii) neither the Occupational Safety and Health Administration nor any other federal or state agency has threatened to file any citation, and there are no pending citations, relating to Parent Target or any of its Subsidiaries, and (viii) there is no employee or governmental claim or investigation, including any charges to the Equal Employment Opportunity Commission or state employment practice agency, investigations regarding Fair Labor Standards Act compliance, audits by the Office of Federal Contractor Compliance Programs, Workers’ Compensation claims, sexual harassment complaints or demand letters or threatened claims.

Labor Matters; Employees. (a) Except as set forth in Section 4.15 of the Target Disclosure Schedule, (i) There there is no labor strike, dispute, slowdown, work stoppage stoppage, lockout or lockout other similar labor controversy actually pending or, to the knowledge of ParentTarget, threatened against or affecting Parent Target or any of its Subsidiaries and, during the past five (5) years, there has not been any such action, (ii) none of Parent Target or any of its Subsidiaries is a party to to, bound by, or bound by negotiating any collective bargaining or similar agreement with any labor organizationorganization (as that term is defined in the National Labor Relations Act, as amended), or work rules or practices agreed to with any labor organization or employee association applicable to employees of Parent Target or any of its Subsidiaries, (iii) none of the employees of Parent Target or any of its Subsidiaries are represented by any labor organization and organization, none of Parent Target or any of its Subsidiaries have any knowledge of any current union organizing activities among the employees of Parent Target or any of its Subsidiaries nor does any question concerning representation exist concerning such employees, and neither Target nor any of its Subsidiaries have experienced any union organizational campaigns, petitions, or other unionization activities within the past three (3) years, (iv) Parent Target and its Subsidiaries have each at all times within the past three (3) years been in material compliance with all applicable Laws laws respecting employment and employment practices, terms and conditions of employmentequal employment opportunity, wages, labor relations, hours of work and overtime, worker classification, employment-related immigration and authorization to work in the United States, occupational safety and health, and privacy of health information, and are not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Lawlaw, ordinance or regulation, (v) there is no unfair labor practice charge or complaint or any union representation question or certification petition against Parent Target or any of its Subsidiaries pending or, to the knowledge of ParentTarget, threatened before the National Labor Relations Board or any similar state or foreign agencyagency and there have been no such charges, complaints, questions or petitions within the past three (3) years, (vi) there is are no pending or, to the knowledge of Target, threatened legal, arbitral or administrative suits, actions, investigations, charges, complaints, demands or other proceedings of any kind and in any forum by or on behalf of any current or former employee of Target or any of its Subsidiaries, applicant, person claiming to be an employee, or any classes of the foregoing, alleging or concerning a violation of, or compliance with, any applicable law respecting employment and employment practices, equal employment opportunity, wages, labor relations, hours of work and overtime, worker classification, employment-related immigration and authorization to work in the United States, occupational safety and health, and privacy of health information, there have been no such proceedings within the past three (3) years, nor are there any grievance or arbitration proceeding arising out of any collective bargaining agreement or other grievance procedure relating to Parent concerning Target or any of its Subsidiaries, (vii) there is no current or, to the knowledge of Target, threatened legal, arbitral or administrative suits, actions, investigations or other proceedings of any kind and in any forum in which any current or former director, officer, employee or agent of Target or any of its Subsidiaries is or may be entitled to indemnification, (viii) Target and all of its Subsidiaries have timely paid or made provision for payment of, and has properly accrued for in its or their financial statements, all accrued salaries, wages, commissions, bonuses, severance pay, vacation, sick, and other paid leave with respect to any current or former employee or on account of employment, (ix) no current or former employee or person claiming to be or have been an employee of Target or any of its Subsidiaries has a right to be recalled, reinstated, or restored to employment under any agreement, law, or policy or practice of Target or any of its Subsidiaries, (x) neither Target nor any of its Subsidiaries is a party to, or otherwise bound by, any order, judgment, decree or settlement with respect to any current or former employee, the terms and conditions of employment, or the working conditions of any employee, (xi) neither Target nor any of its Subsidiaries has, and none are required by applicable law to have, an affirmative action plan, (xii) Target and its Subsidiaries have complied with the Older Workers’ Benefit Protection Act with respect to any waivers of liability under the Age Discrimination in Employment Act obtained by it in the last 300 days, (xiii) neither the Occupational Safety and Health Administration nor any other federal or state agency has threatened to file any citation, and there are no pending citations, relating to Parent Target or any of its Subsidiaries, and (viiixiv) there is no employee or governmental claim or investigation, including any charges to the Equal Employment Opportunity Commission or state employment practice agency, investigations regarding Fair Labor Standards Act compliance, audits by the Office of Federal Contractor Compliance Programs, Workers’ Compensation claims, sexual or other workplace harassment complaints or demand letters or threatened claims.

Labor Matters; Employees. (a) Except as set forth in Section 5.15 of the Parent Disclosure Schedule, (i) There there is no labor strike, dispute, slowdown, work stoppage or lockout actually pending or, to the knowledge of Parent, threatened against or affecting Parent or any of its Subsidiaries and, during the past five years, there has not been any such action, (ii) none of Parent or any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of Parent or any of its Subsidiaries, (iii) none of the employees of Parent or any of its Subsidiaries are represented by any labor organization and none of Parent or any of its Subsidiaries have any knowledge of any current union organizing activities among the employees of Parent or any of its Subsidiaries nor does any question concerning representation exist concerning such employees, (iv) Parent and its Subsidiaries have each at all times been in material compliance with all applicable Laws laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and are not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Lawlaw, ordinance or regulation, (v) there is no unfair labor practice charge or complaint against any of Parent or any of its Subsidiaries pending or, to the knowledge of Parent, threatened before the National Labor Relations Board or any similar state or foreign agency, (vi) there is no grievance or arbitration proceeding arising out of any collective bargaining agreement or other grievance procedure relating to Parent or any of its Subsidiaries, (vii) neither the Occupational Safety and Health Administration nor any other federal or state agency has threatened to file any citation, and there are no pending citations, relating to Parent or any of its Subsidiaries, and (viii) there is no employee or governmental claim or investigation, including any charges to the Equal Employment Opportunity Commission or state employment practice agency, investigations regarding Fair Labor Standards Act compliance, audits by the Office of Federal Contractor Compliance Programs, Workers’ ' Compensation claims, sexual harassment complaints or demand letters or threatened claims.

Labor Matters; Employees. (a) a. Except as set forth in the Xxxxx SEC Reports filed and publicly available prior to the date of this Agreement and except for such matters that alone or in conjunction with other similar or related matters would not have a Xxxxx Material Adverse Effect, (i) There there is no labor strike, dispute, slowdown, work stoppage or lockout actually pending or, to the knowledge of ParentXxxxx, threatened against or affecting Parent Xxxxx or any of its Subsidiaries and, during the past five years, there has not been any such actionSubsidiaries, (ii) none of Parent Xxxxx or any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of Parent Xxxxx or any of its Subsidiaries, (iii) none of the employees of Parent Xxxxx or any of its Subsidiaries are represented by any labor organization and none of Parent or any of its Subsidiaries have any knowledge of any current union organizing activities among the employees of Parent or any of its Subsidiaries nor does any question concerning representation exist concerning such employeesorganization, (iv) Parent Xxxxx and its Subsidiaries have each at all times been in material compliance with all applicable Laws laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and are not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Lawlaw, ordinance or regulation, (v) there is no unfair labor practice charge or complaint against Parent any of Xxxxx or any of its Subsidiaries pending or, to the knowledge of ParentXxxxx, threatened before the National Labor Relations Board or any similar state or foreign agency, (vi) there is no grievance or arbitration proceeding arising out of any collective bargaining agreement or other grievance procedure relating to Parent Xxxxx or any of its Subsidiaries, (vii) neither the Occupational Safety and Health Administration nor any other federal or corresponding state agency has threatened to file any citation, and there are no pending citations, relating to Parent Xxxxx or any of its Subsidiaries, and (viii) there is no employee or governmental claim or investigation, including any charges to the Equal Employment Opportunity Commission or state employment practice agency, investigations regarding Fair Labor Standards Act compliance, audits by the Office of Federal Contractor Compliance Programs, Workers’ Compensation claims, sexual harassment complaints or demand letters or threatened claims.

Labor Matters; Employees. (a) Except, in each case, individually or in the aggregate, as would not reasonably be expected to have a Company Material Adverse Effect, (i) There there is no labor strike, dispute, slowdown, work stoppage or lockout actually pending or, to the knowledge of ParentCompany, threatened against or affecting Parent Company or any of its the Company Subsidiaries and, during the past five years, there has not been any such action, (ii) none of Parent or neither Company nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of Parent or any of its Subsidiaries, (iii) none of the employees of Parent or any of its Subsidiaries are represented by any labor organization and none of Parent or any of its Company Subsidiaries have any knowledge of any current union organizing activities among the employees of Parent Company or any of its Subsidiaries nor does any question concerning representation exist concerning such employeesthe Company Subsidiaries, (iviii) Parent Company and its the Company Subsidiaries have each at all times been in material compliance with all applicable Laws laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and are not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable LawApplicable Laws, ordinance or regulationregulation and Company is not liable for any arrears of wages or any withholding taxes or penalties for failure to comply with any of the foregoing, (viv) there is no unfair labor practice charge or complaint against Parent Company or any of its the Company Subsidiaries pending or, to the knowledge of ParentCompany, threatened before the National Labor Relations Board or any similar state or foreign agency, (viv) there is no grievance or arbitration proceeding arising out of any collective bargaining agreement or other grievance procedure relating to Parent Company or any of its the Company Subsidiaries, (viivi) neither the Occupational Safety and Health Administration nor any other federal or state agency has threatened to file any citation, and there are no pending citations, relating to Parent Company or any of its the Company Subsidiaries, and (viiivii) there is no employee or governmental claim or investigation, including any charges to or by the Equal Employment Opportunity Commission or any state employment practice agency, investigations regarding Fair Labor Standards Act compliance, audits by the Office of Federal Contractor Compliance Programs, Workers’ Compensation claims, sexual harassment complaints or complaints, demand letters letters, or threatened claims. Section 3.16(a)(ii) of the Company Disclosure Letter sets forth a list, as of the date of this Agreement, of any material collective bargaining or similar agreement with any labor organization, or work rules, past practices, or implied contractual terms or agreements with any labor organization or employee association applicable to employees of Company or any of the Company Subsidiaries (collectively the, “Labor Agreements”) to which Company or any of the Company Subsidiaries is a party, and none of the employees of Company or any of the Company Subsidiaries are represented by any material labor organization except as set forth on Section 3.16(a)(ii) of the Company Disclosure Letter.

Labor Matters; Employees. (a) Except as set forth in Section 5.15(a) of the Seagull Disclosure Schedule, (i) There there is no labor strike, dispute, slowdown, work stoppage or lockout actually pending or, to the knowledge of ParentSeagull, threatened against or affecting Parent Seagull or any of its Subsidiaries and, during the past five years, there has not been any such action, (ii) none of Parent Seagull or any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of Parent Seagull or any of its Subsidiaries, (iii) none of the employees of Parent Seagull or any of its Subsidiaries are represented by any labor organization and none of Parent Seagull or any of its Subsidiaries have any knowledge of any current union organizing activities among the employees of Parent Seagull or any of its Subsidiaries nor does any question concerning representation exist concerning such employees, (iv) Parent Seagull and its Subsidiaries have each at all times been in material compliance with all applicable Laws laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and are not 36 engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Lawlaw, ordinance or regulation, (v) there is no unfair labor practice charge or complaint against Parent any of Seagull or any of its Subsidiaries pending or, to the knowledge of ParentSeagull, threatened before the National Labor Relations Board or any similar state or foreign agency, (vi) there is no grievance or arbitration proceeding arising out of any collective bargaining agreement or other grievance procedure relating to Parent Seagull or any of its Subsidiaries, (vii) neither the Occupational Safety and Health Administration nor any other federal or corresponding state agency has threatened to file any citation, and there are no pending citations, relating to Parent Seagull or any of its Subsidiaries, and (viii) there is no employee or governmental claim or investigation, including any charges to the Equal Employment Opportunity Commission or state employment practice agency, investigations regarding Fair Labor Standards Act compliance, audits by the Office of Federal Contractor Compliance Programs, Workers’ Compensation claims, sexual harassment complaints or demand letters or threatened claims.

Labor Matters; Employees. (a) Except as set forth in Section 4.15 of the Company Disclosure Schedule, (i) There as of the date of this Agreement, there is no labor strike, dispute, slowdown, work stoppage or lockout actually pending or, to the knowledge of Parentthe Company, threatened against or affecting Parent the Company or any of its Subsidiaries and, during the past five years, there has not been any such action, (ii) none of Parent the Company or any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of Parent or any of its SubsidiariesCompany Employee, (iii) none of the employees of Parent or any of its Subsidiaries are Company Employees is represented by any labor organization and none of Parent the Company or any of its Subsidiaries have has any knowledge of any current union organizing activities among the employees of Parent or any of its Subsidiaries nor does any question concerning representation exist concerning such employeesCompany Employees, (iv) Parent the Company and its Subsidiaries have each at all times been in material compliance with all applicable Laws laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and are not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Lawlaw, ordinance or regulation, (v) as of the date of this Agreement there is no unfair labor practice charge or complaint against Parent the Company or any of its Subsidiaries pending or, to the knowledge of Parentthe Company, threatened before the National Labor Relations Board or any similar state or foreign agency, (vi) as of the date of this Agreement there is no grievance or arbitration proceeding arising out of any collective bargaining agreement or other grievance procedure relating to Parent the Company or any of its Subsidiaries, (vii) as of the date of this Agreement neither the Occupational Safety and Health Administration nor any other federal or state agency has threatened to file any citation, and there are no pending citations, relating to Parent the Company or any of its Subsidiaries, and (viii) there is no employee or governmental claim or investigation, including any charges to the Equal Employment Opportunity Commission or state employment practice agency, investigations regarding Fair Labor Standards Act compliance, audits by the Office of Federal Contractor Compliance Programs, Workers’ Compensation claims, sexual harassment complaints or demand letters or threatened claims.

Labor Matters; Employees. (a) Except as set forth in Section 5.15 of the Parent Disclosure Schedule, (i) There there is no labor strike, dispute, slowdown, work stoppage or lockout actually pending or, to the knowledge of Parent, threatened against or affecting Parent or any of its Subsidiaries and, during the past five years, there has not been any such action, (ii) none of Parent or any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of Parent or any of its Subsidiaries, (iii) none of the employees of Parent or any of its Subsidiaries are represented by any labor organization and none of Parent or any of its Subsidiaries have any knowledge of any current union organizing activities among the employees of Parent or any of its Subsidiaries nor does any question concerning representation exist concerning such employees, (iv) Parent and its Subsidiaries have each at all times been in material compliance with all applicable Laws laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and are not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Lawlaw, ordinance or regulation, (v) there is no unfair labor practice charge or complaint against Parent or any of its Subsidiaries pending or, to the knowledge of Parent, threatened before the National Labor Relations Board or any similar state or foreign agency, (vi) there is no grievance or arbitration proceeding arising out of any collective bargaining agreement or other grievance procedure relating to Parent or any of its Subsidiaries, (vii) neither the Occupational Safety and Health Administration nor any other federal or state agency has threatened to file any citation, and there are no pending citations, relating to Parent or any of its Subsidiaries, and (viii) there is no employee or governmental claim or investigation, including any charges to the Equal Employment Opportunity Commission or state employment practice agency, investigations regarding Fair Labor Standards Act compliance, audits by the Office of Federal Contractor Compliance Programs, Workers’ Compensation claims, sexual harassment complaints or demand letters or threatened claims.

Labor Matters; Employees. (a) Except as set forth in Section 4.16(a) of the OEI Disclosure Schedule, (i) There there is no labor strike, dispute, slowdown, work stoppage or lockout actually pending or, to the knowledge of ParentOEI, threatened against or affecting Parent OEI or any of its Subsidiaries and, during the past five years, there has not been any such action, (ii) none of Parent OEI or any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to a material number of employees of Parent OEI or any of its Subsidiaries, (iii) none no material number of the employees of Parent OEI or any of its Subsidiaries are represented by any labor organization and none of Parent OEI or any of its Subsidiaries have any knowledge of any current union organizing activities among the a material number of employees of Parent OEI or any of its Subsidiaries nor does any question concerning representation exist concerning such employees, (iv) Parent OEI and its Subsidiaries have each at all times been in material compliance with all applicable Laws laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and are not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Lawlaw, ordinance or regulation, (v) there is no material unfair labor practice charge or complaint against Parent any of OEI or any of its Subsidiaries pending or, to the knowledge of ParentOEI, threatened before the National Labor Relations Board or any similar state or foreign agency, (vi) there is no material grievance or arbitration proceeding arising out of any collective bargaining agreement or other grievance procedure relating to Parent OEI or any of its Subsidiaries, and (vii) neither the Occupational Safety and Health Administration Administration, the Department of Labor, the Equal Employment Opportunity Commission nor any other federal or corresponding state agency has threatened to file any citation, and there are no pending citations, relating to Parent OEI or any of its Subsidiaries, and (viii) there is no employee or governmental claim or investigation, including any charges to the Equal Employment Opportunity Commission or state employment practice agency, investigations regarding Fair Labor Standards Act compliance, audits by the Office of Federal Contractor Compliance Programs, Workers’ Compensation claims, sexual harassment complaints or demand letters or threatened claims.

Labor Matters; Employees. (a) Except as set forth on SCHEDULE 5.20(a) of the Company Disclosure Letter, (i) There there is no labor strike, dispute, slowdown, work stoppage or lockout actually pending or, to the knowledge Knowledge of Parentthe Company, threatened against or affecting Parent the Company or any of its Subsidiaries and, during the past five years, there has not been any such action, (ii) none of Parent the Company or any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of Parent the Company or any of its Subsidiaries, (iii) none of the employees of Parent the Company or any of its Subsidiaries are represented by any labor organization and none of Parent the Company or any of its Subsidiaries have any knowledge of any current union organizing activities among the employees of Parent the Company or any of its Subsidiaries nor does any question concerning representation exist concerning such employees, (iv) Parent the Company and its Subsidiaries have each at all times been in material compliance with all applicable Laws respecting employment and employment practices, including Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, 42 U.S.C. Section 1981, the Americans With Disabilities Act, the Fair Labor Standards Act, ERISA, the Occupational Safety and Health Act, the Family Medical Leave Act, the Immigration Reform and Control Act, the National Labor Relations Act, and any other law, ordinance or regulation respecting the terms and conditions of employment, including authorization to work in the United States, equal employment opportunity (including prohibitions against discrimination, harassment, and retaliation), payment of wages, hours of work and work, occupational safety and health, and are not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Law, ordinance or regulationpractices, (v) there is no unfair labor practice charge or complaint against Parent any of the Company or any of its Subsidiaries pending or, to the knowledge Knowledge of Parentthe Company, threatened before the National Labor Relations Board or any similar state or foreign agency, (vi) there is no grievance or arbitration proceeding arising out of any collective bargaining agreement or other grievance procedure relating to Parent the Company or any of its SubsidiariesSubsidiaries pending, or to the Knowledge of the Company, threatened, before the National Labor Relations Board or any similar state or foreign agency, (vii) neither the Occupational Safety and Health Administration nor any other federal or corresponding state agency has threatened is threatening to file any citation, and there are no pending citations, relating to Parent the Company or any of its Subsidiaries, and (viii) there is are no pending or, to the Knowledge of the Company, threatened material claims by any current or former employee of the Company or governmental claim any employment-related claims or investigationinvestigations by any Governmental Authority, including any charges to the Equal Employment Opportunity Commission or state employment practice agency, investigations regarding Fair Labor Standards Act compliancecompliance with federal, state or local wage and hour laws, audits by the Office of Federal Contractor Compliance Programs, Workers’ Compensation claims, complaints of sexual harassment complaints or demand letters any other form of unlawful harassment, discrimination, or threatened claimsretaliation.

Labor Matters; Employees. (a) Except as set forth in Section 4.15 of the OEI Disclosure Schedule, (i) There there is no labor strike, dispute, slowdown, work stoppage or lockout actually pending or, to the knowledge of ParentOEI, threatened against or affecting Parent OEI or any of its Subsidiaries and, during the past five years, there has not been any such action, (ii) none of Parent OEI or any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of Parent OEI or any of its Subsidiaries, (iii) none of the employees of Parent OEI or any of its Subsidiaries are represented by any labor organization and none of Parent OEI or any of its Subsidiaries have any knowledge of any current union organizing activities among the employees of Parent OEI or any of its Subsidiaries nor does any question concerning representation exist concerning such employees, (iv) Parent OEI and its Subsidiaries have each at all times been in material compliance with all applicable Laws laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and are not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Lawlaw, ordinance or regulation, (v) there is no unfair labor practice charge or complaint against Parent any of OEI or any of its Subsidiaries pending or, to the knowledge of ParentOEI, threatened before the National Labor Relations Board or any similar state or foreign agency, (vi) there is no grievance or arbitration proceeding arising out of any collective bargaining agreement or other grievance procedure relating to Parent OEI or any of its Subsidiaries, (vii) neither the Occupational Safety and Health Administration nor any other federal or corresponding state agency has threatened to file any citation, and there are no pending citations, relating to Parent OEI or any of its Subsidiaries, and (viii) there is no employee or governmental claim or investigation, including any charges to the Equal Employment Opportunity Commission or state employment practice agency, investigations regarding Fair Labor Standards Act compliance, audits by the Office of Federal Contractor Compliance Programs, Workers’ Compensation claims, sexual harassment complaints or demand letters or threatened claims.

Labor Matters; Employees. (a) Except as set forth in Section 3.21 of the Parent Schedule, (i) There there is no labor strike, dispute, slowdown, work stoppage stoppage, lockout or lockout other similar labor controversy actually pending or, to the knowledge of Parent, threatened against or affecting Parent or any of its Subsidiaries subsidiaries and, during the past five years, there has not been any such action, (ii) none of Parent or any of its Subsidiaries subsidiaries is a party to to, bound by, or bound by negotiating any collective bargaining or similar agreement with any labor organizationorganization (as that term is defined in the National Labor Relations Act, as amended), or work rules or practices agreed to with any labor organization or employee association applicable to employees of Parent or any of its Subsidiariessubsidiaries, (iii) none of the employees of Parent or any of its Subsidiaries subsidiaries are represented by any labor organization and organization, none of Parent or any of its Subsidiaries subsidiaries have any knowledge of any current union organizing activities among the employees of Parent or any of its Subsidiaries subsidiaries nor does any question concerning representation exist concerning such employees, and neither Parent nor any of its subsidiaries have experienced any union organizational campaigns, petitions, or other unionization activities within the past three years, (iv) Parent and its Subsidiaries subsidiaries have each at all times within the past three years been in material compliance with all applicable Applicable Laws respecting employment and employment practices, terms and conditions of employmentequal employment opportunity, wages, labor relations, hours of work and overtime, worker classification, employment-related immigration and authorization to work in the United States, occupational safety and health, and privacy of health information, and are not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Law, ordinance Applicable Law or regulationordinance, (v) there is no unfair labor practice charge or complaint or any union representation question or certification petition against Parent or any of its Subsidiaries subsidiaries pending or, to the knowledge of Parent, threatened before the National Labor Relations Board or any similar state or foreign agencyagency and there have been no such charges, complaints, questions or petitions within the past three years, (vi) there is are no pending or, to the knowledge of Parent, threatened legal, arbitral or administrative suits, actions, investigations, charges, complaints, demands or other proceedings of any kind and in any forum by or on behalf of any current or former employee of Parent or any of its subsidiaries, applicant, person claiming to be an employee, or any classes of the foregoing, alleging or concerning a violation of, or compliance with, any Applicable Law respecting employment and employment practices, equal employment opportunity, wages, labor relations, hours of work and overtime, worker classification, employment-related immigration and authorization to work in the United States, occupational safety and health, and privacy of health information, and there have been no such proceedings within the past three years, nor are there any grievance or arbitration proceeding arising out of any collective bargaining agreement or other grievance procedure relating to concerning Parent or any of its Subsidiariessubsidiaries, (vii) there is no current or, to the knowledge of Parent, threatened legal, arbitral or administrative suits, actions, investigations or other proceedings of any kind and in any forum in which any current or former director, officer, employee or agent of Parent or any of its subsidiaries is or may be entitled to indemnification, (viii) Parent and all of its subsidiaries have timely paid or made provision for payment of, and has properly accrued for in its or their financial statements, all accrued salaries, wages, commissions, bonuses, severance pay, vacation, sick, and other paid leave with respect to any current or former employee or on account of employment, (ix) no current or former employee or person claiming to be or have been an employee of Parent or any of its subsidiaries has a right to be recalled, reinstated, or restored to employment under any agreement, law, or policy or practice of Parent or any of its subsidiaries, (x) neither Parent nor any of its subsidiaries is a party to, or otherwise bound by, any order, judgment, decree or settlement with respect to any current or former employee, the terms and conditions of employment, or the working conditions of any employee, (xi) neither Parent nor any of its subsidiaries has, and none are required by Applicable Law to have, an affirmative action plan, (xii) Parent and its subsidiaries have complied with the Older Workers’ Benefit Protection Act with respect to any waivers of liability under the Age Discrimination in Employment Act obtained by it in the last 300 days, (xiii) neither the Occupational Safety and Health Administration nor any other federal or state agency has threatened to file any citation, and there are no pending citations, relating to Parent or any of its Subsidiariessubsidiaries, and (viiixiv) there is no employee or governmental claim or investigation, including any charges to the Equal Employment Opportunity Commission or state employment practice agency, investigations regarding Fair Labor Standards Act compliance, audits by the Office of Federal Contractor Compliance Programs, Workers’ Compensation claims, sexual or other workplace harassment complaints or demand letters or threatened claims.

Labor Matters; Employees. (a) (i) None of Morningstar's or any of its Subsidiaries' employees is represented in his or her capacity as an employee of Morningstar or any of its Subsidiaries by any labor organization. There is are no labor strikedisputes, disputeemployee grievances or disciplinary actions, slowdownstrikes, work stoppage picketing, lockouts or lockout actually similar job actions pending or, to the knowledge Knowledge of ParentMorningstar, threatened against or affecting Parent or any of its Subsidiaries and, during the past five years, there has not been any such action, (ii) none of Parent or any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of Parent Morningstar or any of its Subsidiaries. To the Knowledge of Morningstar, (iii) none of no event has occurred or circumstance exists that could provide the employees of Parent basis for any work stoppage or any other labor dispute. Morningstar and each of its Subsidiaries are represented by any labor organization and none of Parent or any of its Subsidiaries have any knowledge of any current union organizing activities among the employees of Parent or any of its Subsidiaries nor does any question concerning representation exist concerning such employees, (iv) Parent and its Subsidiaries have each at has complied in all times been in material compliance respects with all applicable Laws respecting provisions of Law relating to employment and employment practices, terms and conditions of employment, wageswages and hours, hours of work including, without limitation, equal opportunity, workplace safety, workers' compensation, Workers Adjustment and occupational safety and healthRetraining Notification Act, 29 U.S.C. S 2101 et seq., and are not engaged in any unfair labor practices as defined in similar state or local "mass layoff" or "plant closing" Law, discrimination, civil rights, the National Labor Relations Act collection and payment of withholding and/or social security Taxes or other applicable Lawsimilar Laws. Neither Morningstar nor any of its Subsidiaries has received any notice or claim that it is liable for the payment of any compensation, ordinance Damages, Taxes, fines, penalties, or regulationother amounts, (v) however designated, for failure to comply with any of the foregoing Laws. To the Knowledge of Morningstar, there is are no unfair organizational efforts presently being made or threatened by or on behalf of any labor practice charge union with respect to Morningstar's or complaint any of its Subsidiaries employees and neither Morningstar nor any of its Subsidiaries has been requested by any group of employees or other Persons to enter into any collective bargaining agreement or other agreement with any labor union or other employee organization. Except for the Workers Compensation Claims disclosed in Section 4.14 of the Schedule of Exceptions, there are no complaints, charges or Claims against Parent Morningstar or any of its Subsidiaries pending or, to the knowledge Knowledge of ParentMorningstar, threatened before the National Labor Relations Board that could be brought or filed, with any similar state public or foreign agencyGovernmental Entity, (vi) there is no grievance arbitrator or arbitration proceeding court based on, arising out of any collective bargaining agreement of, in connection with, or other grievance procedure otherwise relating to Parent the employment or termination of employment or failure to employ any individual by Morningstar or any of its Subsidiaries, (vii) neither the Occupational Safety and Health Administration nor any other federal or state agency has threatened to file any citation, and there are no pending citations, relating to Parent or any of its Subsidiaries, and (viii) there is no employee or governmental claim or investigation, including any charges to the Equal Employment Opportunity Commission or state employment practice agency, investigations regarding Fair Labor Standards Act compliance, audits by the Office of Federal Contractor Compliance Programs, Workers’ Compensation claims, sexual harassment complaints or demand letters or threatened claims.

Labor Matters; Employees. (a) Except as set forth in Section 3.14 of the Crusader Disclosure Schedule, (i) There as of the date of this Agreement, there is no labor strike, dispute, slowdown, work stoppage or lockout actually pending or, to the knowledge of ParentCrusader, threatened against or affecting Parent or any of its Subsidiaries such Crusader Operating Entity and, during the past five years, there has not been any such action, (ii) none of Parent or any of its Subsidiaries such Crusader Operating Entity is not a party to or bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of Parent or any of its Subsidiariessuch Crusader Operating Entity, (iii) none of the employees of Parent or any of its Subsidiaries such Crusader Operating Entity are represented by any labor organization and none of Parent or any of its Subsidiaries Crusader does not have any knowledge of any current union organizing activities among the employees of Parent or any of its Subsidiaries nor does any question concerning representation exist concerning such employeesCrusader Operating Entity, (iv) Parent and its Subsidiaries have each such Crusader Operating Entity has at all times been in material compliance with all applicable Laws laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and are is not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Lawlaw, ordinance or regulation, (v) as of the date of this Agreement there is no unfair labor practice charge or complaint against Parent or any of its Subsidiaries such Crusader Operating Entity pending or, to the knowledge of ParentCrusader, threatened before the National Labor Relations Board or any similar state or foreign agency, (vi) as of the date of this Agreement there is no grievance or arbitration proceeding arising out of any collective bargaining agreement or other grievance procedure relating to Parent or any of its Subsidiariessuch Crusader Operating Entity, (vii) as of the date of this Agreement, neither the Occupational Safety and Health Administration nor any other federal or state agency has threatened to file any citation, and there are no pending citations, relating to Parent or any of its Subsidiariessuch Crusader Operating Entity, and (viii) as of the date of this Agreement, there is no employee or governmental claim or investigationinvestigation relating to such Crusader Operating Entity, including any charges to the Equal Employment Opportunity Commission or state employment practice agency, investigations regarding Fair Labor Standards Act compliance, audits by the Office of Federal Contractor Compliance Programs, Workers’ Compensation claims, sexual harassment complaints or demand letters or threatened claims.

Labor Matters; Employees. (a) Except as set forth in Section 2.20 of the Seller Schedule, (i) There there is no labor strike, dispute, slowdown, work stoppage stoppage, lockout or lockout other similar labor controversy actually pending or, to the knowledge of ParentGT, threatened against or affecting Parent GT or any of its Subsidiaries subsidiaries and, during the past five years, there has not been any such action, (ii) none of Parent GT or any of its Subsidiaries subsidiaries is a party to to, bound by, or bound by negotiating any collective bargaining or similar agreement with any labor organizationorganization (as that term is defined in the National Labor Relations Act, as amended), or work rules or practices agreed to with any labor organization or employee association applicable to employees of Parent GT or any of its Subsidiariessubsidiaries, (iii) none of the employees of Parent GT or any of its Subsidiaries subsidiaries are represented by any labor organization and organization, none of Parent GT or any of its Subsidiaries subsidiaries have any knowledge of any current union organizing activities among the employees of Parent GT or any of its Subsidiaries subsidiaries nor does any question concerning representation exist concerning such employees, and neither GT nor any of its subsidiaries have experienced any union organizational campaigns, petitions, or other unionization activities since GT’s formation, (iv) Parent GT and its Subsidiaries subsidiaries have each at all times since GT’s formation been in material compliance with all applicable Applicable Laws respecting employment and employment practices, terms and conditions of employmentequal employment opportunity, wages, labor relations, hours of work and overtime, worker classification, employment-related immigration and authorization to work in the United States, occupational safety and health, and privacy of health information, and are not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Law, ordinance Applicable Law or regulationordinance, (v) there is no unfair labor practice charge or complaint or any union representation question or certification petition against Parent GT or any of its Subsidiaries subsidiaries pending or, to the knowledge of ParentGT, threatened before the National Labor Relations Board or any similar state or foreign agencyagency and there have been no such charges, complaints, questions or petitions since GT’s formation, (vi) there is are no pending or, to the knowledge of GT, threatened legal, arbitral or administrative suits, actions, investigations, charges, complaints, demands or other proceedings of any kind and in any forum by or on behalf of any current or former employee of GT or any of its subsidiaries, applicant, person claiming to be an employee, or any classes of the foregoing, alleging or concerning a violation of, or compliance with, any Applicable Law respecting employment and employment practices, equal employment opportunity, wages, labor relations, hours of work and overtime, worker classification, employment-related immigration and authorization to work in the United States, occupational safety and health, and privacy of health information, and there have been no such proceedings since GT’s formation, nor are there any grievance or arbitration proceeding arising out of any collective bargaining agreement or other grievance procedure relating to Parent concerning GT or any of its Subsidiariessubsidiaries, (vii) there is no current or, to the knowledge of GT, threatened legal, arbitral or administrative suits, actions, investigations or other proceedings of any kind and in any forum in which any current or former director, officer, employee or agent of GT or any of its subsidiaries is or may be entitled to indemnification, (viii) GT and all of its subsidiaries have timely paid or made provision for payment of all accrued salaries, wages, commissions, bonuses, severance pay, vacation, sick, and other paid leave with respect to any current or former employee or on account of employment, (ix) no current or former employee or person claiming to be or have been an employee of GT or any of its subsidiaries has a right to be recalled, reinstated, or restored to employment under any agreement, law, or policy or practice of GT or any of its subsidiaries, (x) neither GT nor any of its subsidiaries is a party to, or otherwise bound by, any order, judgment, decree or settlement with respect to any current or former employee, the terms and conditions of employment, or the working conditions of any employee, (xi) neither GT nor any of its subsidiaries has, and none are required by Applicable Law to have, an affirmative action plan, (xii) GT and its subsidiaries have complied with the Older Workers’ Benefit Protection Act with respect to any waivers of liability under the Age Discrimination in Employment Act obtained by it since GT’s formation, (xiii) neither the Occupational Safety and Health Administration nor any other federal or state agency has threatened to file any citation, and there are no pending citations, relating to Parent GT or any of its Subsidiariessubsidiaries, and (viiixiv) there is no employee or governmental claim or investigation, including any charges to the Equal Employment Opportunity Commission or state employment practice agency, investigations regarding Fair Labor Standards Act compliance, audits by the Office of Federal Contractor Compliance Programs, Workers’ Compensation claims, sexual or other workplace harassment complaints or demand letters or threatened claims.

Labor Matters; Employees. (a) Except as set forth in Section 5.16(a) of the Westport Disclosure Schedule, (i) There there is no labor strike, dispute, slowdown, work stoppage or lockout actually pending or, to the knowledge of ParentWestport, threatened against or affecting Parent Westport or any of its Subsidiaries and, during the past five years, there has not been any such action, (ii) none of Parent Westport or any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of Parent Westport or any of its Subsidiaries, (iii) none of the employees of Parent Westport or any of its Subsidiaries are represented by any labor organization and none of Parent Westport or any of its Subsidiaries have any knowledge of any current union organizing activities among the employees of Parent Westport or any of its Subsidiaries nor does any question concerning representation exist concerning such employees, (iv) Parent Westport and its Subsidiaries have each at all times been in material compliance with all applicable Laws laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and are not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Lawlaw, ordinance or regulation, (v) there is no unfair labor practice charge or complaint against Parent any of Westport or any of its Subsidiaries pending or, to the knowledge of ParentWestport, threatened before the National Labor Relations Board or any similar state or foreign agency, (vi) there is no grievance or arbitration proceeding arising out of any collective bargaining agreement or other grievance procedure relating to Parent Westport or any of its Subsidiaries, (vii) neither the Occupational Safety and Health Administration nor any other federal or corresponding state agency has threatened to file any citation, and there are no pending citations, relating to Parent Westport or any of its Subsidiaries, and (viii) there is no employee or governmental claim or investigation, including any charges to the Equal Employment Opportunity Commission or state employment practice agency, investigations regarding Fair Labor Standards Act compliance, audits by the Office of Federal Contractor Compliance Programs, Workers’ Compensation claims, sexual harassment complaints or demand letters or threatened claims.

Labor Matters; Employees. (a) Except as set forth on Section 4.15(a) of the Parent Disclosure Letter, and except, in each case, individually or in the aggregate, as would not reasonably be expected to have a Parent Material Adverse Effect, (i) There there is no labor strike, dispute, slowdown, work stoppage or lockout actually pending or, to the knowledge of Parent, threatened against or affecting Parent or any of its the Parent Subsidiaries and, during the past five years, there has not been any such action, (ii) none of neither Parent or nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the 38 Parent or any of its Subsidiaries, (iii) none of the employees of Parent or any of its Subsidiaries are represented by any labor organization and none of Parent or any of its Subsidiaries have any knowledge of any current union organizing activities among the employees of Parent or any of its Subsidiaries nor does any question concerning representation exist concerning such employeesthe Parent Subsidiaries, (iviii) Parent and its the Parent Subsidiaries have each at all times been in material compliance with all applicable Laws laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and are not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable LawApplicable Laws, ordinance or regulationregulation and Parent is not liable for any arrears of wages or any withholding taxes or penalties for failure to comply with any of the foregoing, (viv) there is no unfair labor practice charge or complaint against Parent or any of its the Parent Subsidiaries pending or, to the knowledge of Parent, threatened before the National Labor Relations Board or any similar state or foreign agency, (viv) there is no grievance or arbitration proceeding arising out of any collective bargaining agreement or other grievance procedure relating to Parent or any of its the Parent Subsidiaries, (viivi) neither the Occupational Safety and Health Administration nor any other federal or state agency has threatened to file any citation, and there are no pending citations, relating to Parent or any of its the Parent Subsidiaries, and (viiivii) there is no employee or governmental claim or investigation, including any charges to or by the Equal Employment Opportunity Commission or any state employment practice agency, investigations regarding Fair Labor Standards Act compliance, audits by the Office of Federal Contractor Compliance Programs, Workers’ Compensation claims, sexual harassment complaints or complaints, demand letters letters, or threatened claims.

Labor Matters; Employees. (a) Except as set forth in Section 5.15 of the Parent Disclosure Schedule, (i) There there is no labor strike, dispute, slowdown, work stoppage stoppage, lockout or lockout other similar labor controversy actually pending or, to the knowledge of Parent, threatened against or affecting Parent or any of its Subsidiaries and, during the past five (5) years, there has not been any such action, (ii) none of Parent or any of its Subsidiaries is a party to to, bound by, or bound by negotiating any collective bargaining or similar agreement with any labor organizationorganization (as that term is defined in the National Labor Relations Act, as amended), or work rules or practices agreed to with any labor organization or employee association applicable to employees of Parent or any of its Subsidiaries, (iii) none of the employees of Parent or any of its Subsidiaries are represented by any labor organization and organization, none of Parent or any of its Subsidiaries have any knowledge of any current union organizing activities among the employees of Parent or any of its Subsidiaries nor does any question concerning representation exist concerning such employees, and neither Parent nor any of its Subsidiaries have experienced any union organizational campaigns, petitions, or other unionization activities within the past three (3) years, (iv) Parent and its Subsidiaries have each at all times within the past three (3) years been in material compliance with all applicable Laws laws respecting employment and employment practices, terms and conditions of employmentequal employment opportunity, wages, labor relations, hours of work and overtime, worker classification, employment-related immigration and authorization to work in the United States, occupational safety and health, and privacy of health information, and are not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Lawlaw, ordinance or regulation, (v) there is no unfair labor practice charge or complaint or any union representation question or certification petition against Parent or any of its Subsidiaries pending or, to the knowledge of Parent, threatened before the National Labor Relations Board or any similar state or foreign agencyagency and there have been no such charges, complaints, questions or petitions within the past three (3) years, (vi) there is are no pending or, to the knowledge of Parent, threatened legal, arbitral or administrative suits, actions, investigations, charges, complaints, demands or other proceedings of any kind and in any forum by or on behalf of any current or former employee of Parent or any of its Subsidiaries, applicant, person claiming to be an employee, or any classes of the foregoing, alleging or concerning a violation of, or compliance with, any applicable law respecting employment and employment practices, equal employment opportunity, wages, labor relations, hours of work and overtime, worker classification, employment-related immigration and authorization to work in the United States, occupational safety and health, and privacy of health information, there have been no such proceedings within the past three (3) years, nor are there any grievance or arbitration proceeding arising out of any collective bargaining agreement or other grievance procedure relating to concerning Parent or any of its Subsidiaries, (vii) there is no current or, to the knowledge of Parent, threatened legal, arbitral or administrative suits, actions, investigations or other proceedings of any kind and in any forum in which any current or former director, officer, employee or agent of Parent or any of its Subsidiaries is or may be entitled to indemnification, (viii) Parent and all of its Subsidiaries have timely paid or made provision for payment of, and has properly accrued for in its or their financial statements, all accrued salaries, wages, commissions, bonuses, severance pay, vacation, sick, and other paid leave with respect to any current or former employee or on account of employment, (ix) no current or former employee or person claiming to be or have been an employee of Parent or any of its Subsidiaries has a right to be recalled, reinstated, or restored to employment under any agreement, law, or policy or practice of Parent or any of its Subsidiaries, (x) neither Parent nor any of its Subsidiaries is a party to, or otherwise bound by, any order, judgment, decree or settlement with respect to any current or former employee, the terms and conditions of employment, or the working conditions of any employee, (xi) neither Parent nor any of its Subsidiaries has, and none are required by applicable law to have, an affirmative action plan, (xii) Parent and its Subsidiaries have complied with the Older Workers’ Benefit Protection Act with respect to any waivers of liability under the Age Discrimination in Employment Act obtained by it in the last 300 days, (xiii) neither the Occupational Safety and Health Administration nor any other federal or state agency has threatened to file any citation, and there are no pending citations, relating to Parent or any of its Subsidiaries, and (viiixiv) there is no employee or governmental claim or investigation, including any charges to the Equal Employment Opportunity Commission or state employment practice agency, investigations regarding Fair Labor Standards Act compliance, audits by the Office of Federal Contractor Compliance Programs, Workers’ Compensation claims, sexual or other workplace harassment complaints or demand letters or threatened claims.

Labor Matters; Employees. (a) a. Except as set forth in the Parent SEC Reports filed and publicly available prior to the date of this Agreement and except for such matters that alone or in conjunction with other similar or related matters would not have a Parent Material Adverse Effect, (i) There there is no labor strike, dispute, slowdown, work stoppage or lockout actually pending or, to the knowledge of Parent, threatened against or affecting Parent or any of its Subsidiaries and, during the past five years, there has not been any such action, (ii) none of Parent or any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of Parent or any of its Subsidiaries, (iii) none of the employees of Parent or any of its Subsidiaries are represented by any labor organization and none of Parent or any of its Subsidiaries have any knowledge of any current union organizing activities among the employees of Parent or any of its Subsidiaries nor does any question concerning representation exist concerning such employees, (iv) Parent and its Subsidiaries have each at all times been in material compliance with all applicable Laws laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and are not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Lawlaw, ordinance or regulation, (v) there is no unfair labor practice charge or complaint against any of Parent or any of its Subsidiaries pending or, to the knowledge of Parent, threatened before the National Labor Relations Board or any similar state or foreign agency, (vi) there is no grievance or arbitration proceeding arising out of any collective bargaining agreement or other grievance procedure relating to Parent or any of its Subsidiaries, (vii) neither the Occupational Safety and Health Administration nor any other federal or corresponding state agency has threatened to file any citation, and there are no pending citations, relating to Parent or any of its Subsidiaries, and (viii) there is no employee or governmental claim or investigation, including any charges to the Equal Employment Opportunity Commission or state employment practice agency, investigations regarding Fair Labor Standards Act compliance, audits by the Office of Federal Contractor Compliance Programs, Workers’ Compensation claims, sexual harassment complaints or demand letters or threatened claims.

Labor Matters; Employees. (a) a. Except as set forth in the Reading SEC Reports filed and publicly available prior to the date of this Agreement and except for such matters that alone or in conjunction with other similar or related matters would not have a Reading Adverse Effect, (i) There there is no labor strike, dispute, slowdown, work stoppage or lockout actually pending or, to the knowledge of ParentReading, threatened against or affecting Parent Reading or any of its Subsidiaries and, during the past five years, there has not been any such action, (ii) none of Parent Reading or any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of Parent Reading or any of its Subsidiaries, (iii) none of the employees of Parent Reading or any of its Subsidiaries are represented by any labor organization and none of Parent Reading or any of its Subsidiaries have any knowledge of any current union organizing activities among the employees of Parent Reading or any of its Subsidiaries nor does any question concerning representation exist concerning such employees, (iv) Parent Reading and its Subsidiaries have each at all times been in material compliance with all applicable Laws laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and are not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Lawlaw, ordinance or regulation, (v) there is no unfair labor practice charge or complaint against Parent any of Reading or any of its Subsidiaries pending or, to the knowledge of ParentReading, threatened before the National Labor Relations Board or any similar state or foreign agency, (vi) there is no grievance or arbitration proceeding arising out of any collective bargaining agreement or other grievance procedure relating to Parent Reading or any of its Subsidiaries, (vii) neither the Occupational Safety and Health Administration nor any other federal or corresponding state agency has threatened to file any citation, and there are no pending citations, relating to Parent Reading or any of its Subsidiaries, and (viii) there is no employee or governmental claim or investigation, including any charges to the Equal Employment Opportunity Commission or state employment practice agency, investigations regarding Fair Labor Standards Act compliance, audits by the Office of Federal Contractor Compliance Programs, Workers’ Compensation claims, sexual harassment complaints or demand letters or threatened claims.

Labor Matters; Employees. (a) Except as set forth in Section 4.19 of the Grande Disclosure Schedule and except for such matters that, in the aggregate, would not reasonably be expected to result in a Grande Material Adverse Effect, (i) There there is no labor strike, dispute, slowdown, work stoppage or lockout actually pending or, to the knowledge of ParentGrande Holdings and Grande Operating, threatened against or affecting Parent Grande Holdings or any of its Subsidiaries Grande Operating and, during the past five (5) years, there has not been any such action, (ii) none of Parent or any of its Subsidiaries neither Grande Holdings nor Grande Operating is a party to or bound by any collective bargaining or similar agreement with any labor organization, organization or work rules or practices agreed to with any labor organization or employee association applicable to employees of Parent Grande Holdings or any of its SubsidiariesGrande Operating, (iii) none of the employees of Parent Grande Holdings or any of its Subsidiaries Grande Operating are represented by any labor organization and none of Parent or any of its Subsidiaries have any and, to the knowledge of any Grande Operating, there is no current union organizing activities among the employees of Parent Grande Holdings or any of its Subsidiaries nor does any question concerning representation exist concerning Grande Operating, and no such employeesunion organizing activities have occurred in the past five (5) years, (iv) Parent and its Subsidiaries have each Grande Holdings or Grande Operating has at all times been in material compliance with all applicable Laws respecting employment and employment practices, including (without limitation) terms and conditions of employment, wages, hours of work and work, equal employment opportunity, occupational safety and health, collective bargaining, immigration, the collection and are payment of social security and other Taxes, and is not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Law, ordinance or regulation, (v) there is no unfair labor practice charge or complaint against Parent Grande Holdings or any of its Subsidiaries Grande Operating pending or, to the knowledge of ParentGrande Operating, threatened before the National Labor Relations Board or any similar state or foreign agency, (vi) there is no grievance or arbitration proceeding Action arising out of any collective bargaining agreement or other grievance procedure relating to Parent Grande Holdings or any of its SubsidiariesGrande Operating, (vii) neither the Occupational Safety and Health Administration nor any other federal or state agency has threatened to file any citation, and there are no pending citations, relating to Parent Grande Holdings or any of its SubsidiariesGrande Operating, and (viii) there is no employee or governmental claim or investigation, including any charges to the Equal Employment Opportunity Commission or state employment practice agency, investigations regarding Fair Labor Standards Act compliance, audits by the Office of Federal Contractor Compliance Programs, Workers’ Compensation claims, sexual harassment complaints or demand letters or threatened claims.