Common use of Labor Relations; Compliance Clause in Contracts

Labor Relations; Compliance. (a) The Companies are not, and for the past 5 years have not been, party to any collective bargaining or other labor Contract, and, to the Knowledge of the Companies, no Business Employees are otherwise represented by a labor union, labor organization or works council. Except as set forth on Schedule 3.18, there is not presently pending or existing and, to the Companies’ Knowledge, there is not threatened (i) any strike, slowdown, picketing, work stoppage or employee grievance process or (ii) any Proceeding against or affecting the Companies relating to the alleged violation of any material Legal Requirement pertaining to labor relations or employment matters. (b) None of the Companies has any obligation to inform or consult with any Business Employee or any representative of any Business Employee in respect of the transactions contemplated by this Agreement. (c) With respect to the Business Employees, FBHS and its Subsidiaries have complied in all material respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages and hours (including overtime and employee classifications), classification of employees versus independent contractors, benefits, collective bargaining, occupational safety and health and plant closing, and none of the Companies are liable for the payment of any material compensation, damages, taxes, fines, penalties or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements. No individuals other than the current Business Employees may validly claim to be a current salaried employee of any of the Companies. (d) No Company has incurred any liability under the WARN Act that remains unsatisfied. To the extent that, after the Closing, Buyer operates the Business in substantially the same manner operated by the Companies during the six-month period prior to the Closing, no Company will incur any liability with respect to any Business Employee under the WARN Act.

Labor Relations; Compliance. (a) The Companies are not, and for the past 5 years have not been, party to any collective bargaining or other labor Contract, and, to the Knowledge of the Companies, no Business Employees are otherwise represented by a labor union, labor organization or works council. Except as set forth on Schedule 3.18, there is not presently pending in Section 8.15 of the Disclosure Letter or existing and, to as identified in the Companies’ Knowledge, there is not threatened RESI Public Filings: (i) any there is no labor strike, slowdown, picketingwork stoppage, work stoppage dispute, lockout or employee grievance process other labor controversy in effect or, to the Republic Parties' Knowledge, threatened involving the employees of RES Holding or any of its Subsidiaries, and RES Holding and its Subsidiaries have not experienced any such labor controversy within the past three years, (ii) any Proceeding against or affecting the Companies relating no grievance is pending or, to the alleged violation Republic Parties' Knowledge, threatened which, if adversely decided, would have a RES Holding Material Adverse Effect, (iii) RES Holding and its Subsidiaries have paid in full to all of their employees all currently accrued and payable wages, salaries, commissions, bonuses and other material compensation due to such employees in accordance with the payroll practices of RES Holding and its Subsidiaries currently in effect and applicable law, (iv) RES Holding and its Subsidiaries will not have any material Legal Requirement pertaining to labor relations liability for severance benefits payable under any RESI Plan as a result of or employment matters. in connection with the Contemplated Transactions and (bv) None of the Companies has any obligation to inform RES Holding and its Subsidiaries are not presently negotiating a collective bargaining agreement or consult other Contract with any Business Employee labor organization or any other representative of any Business Employee in respect of the transactions their employees (other than as expressly contemplated by this Agreement. ). Neither RES Holding nor any of its Affiliates is subject to any bargaining obligations with any labor organization (cincluding without limitation the USWA) With respect under any Legal Requirement, collective bargaining agreement or otherwise in connection with the Contemplated Transactions, or is required to obtain any agreements of any labor organizations to the Business Employeeschanges in corporate structure involved in the Contemplated Transactions, FBHS and its Subsidiaries in each case other than any such obligations or requirements which will have complied in all material respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages and hours (including overtime and employee classifications), classification of employees versus independent contractors, benefits, collective bargaining, occupational safety and health and plant closing, and none been satisfied upon receipt of the Companies are liable for NewTube Labor Agreement Ratification and the payment of any material compensation, damages, taxes, fines, penalties or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements. No individuals other than the current Business Employees may validly claim to be a current salaried employee of any of the CompaniesRTI Labor Agreement Ratification. (d) No Company has incurred any liability under the WARN Act that remains unsatisfied. To the extent that, after the Closing, Buyer operates the Business in substantially the same manner operated by the Companies during the six-month period prior to the Closing, no Company will incur any liability with respect to any Business Employee under the WARN Act.

Labor Relations; Compliance. (a) The Companies are not, and for the past 5 years have not been, No Acquired Company has been or is a party to any collective bargaining or other labor Contract, and, to the Knowledge of the Companies, no Business Employees are otherwise represented by a labor union, labor organization or works councilagreement. Except as set forth on Schedule 3.18There has not been, there is not presently pending or existing andexisting, and to the Companies’ KnowledgeKnowledge of Quiksilver, there is not threatened Threatened, (ia) any strike, slowdown, picketing, or work stoppage or employee grievance process or stoppage, (iib) any Proceeding against or affecting the Companies any Acquired Company relating to the alleged violation of any material Legal Requirement pertaining to labor relations or employment matters. (b) None , including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting any of the Acquired Companies has any obligation to inform or consult with any Business Employee their premises, or any representative of any Business Employee in respect of the transactions contemplated by this Agreement. (c) With respect any activities or Proceedings initiated by or requested of any labor union to organize any employees of any Acquired Company or any application for certification of a collective bargaining agent. No event has occurred or circumstance exists that could provide the Business Employees, FBHS and its Subsidiaries have basis for any work stoppage or other labor dispute. Each Acquired Company has complied in all material respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages and hours (including overtime and employee classifications)wages, classification of employees versus independent contractorshours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health health, and plant closing, and none of the Companies are . No Acquired Company is liable for the payment of any material compensation, damages, taxes, fines, penalties penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements. No individuals other than the current Business Employees may validly claim to be Acquired Company has a current salaried employee who is on a legally protected leave of any of the Companies. (d) absence, or former employees with a legal or contractual right to reinstatement. No Acquired Company has incurred any liability under the WARN Act that remains unsatisfied. To the extent that, after the Closing, Buyer operates the Business in substantially the same manner operated by the Companies during the six-month period prior to the Closing, no Company will incur any direct or indirect liability with respect to any Business Employee under misclassification of any person as an independent contractor rather than as an employee, or with respect to any employee leased from another employer. Each of the WARN ActAcquired Companies has complied with all obligations to provide information to and/or consult with any employee, employee representative, works counsel or trade union in relation to the transactions contemplated hereby including the works’ council (comité d’entreprise) of Riviera SNC.

Labor Relations; Compliance. (a) The Companies are not, and for the past 5 years have not been, party to any collective bargaining or other labor Contract, and, to the Knowledge Each of the Companies, no Business Acquired Employees are otherwise represented is employed by a labor union, labor organization or works councilthe Company. Except as set Part 3.20 of the Disclosure Schedule sets forth respecting each Acquired Employee (including any Acquired Employee who is on Schedule 3.18, there is not presently pending or existing and, to the Companies’ Knowledge, there is not threatened an approved leave of absence): (i) any strike, slowdown, picketing, work stoppage or employee grievance process or the name and title of the Acquired Employee; (ii) the aggregate dollar amounts of the compensation (including wages, salary, commissions, fringe benefits, bonuses, matching or profit-sharing contributions and other payments or benefits of any type) received by the Acquired Employee from the Company for the one-year period ending February 28, 2014; and (iii) the aggregate dollar amount of vacation, sick and other paid time off that each Acquired Employee has accrued as of February 28, 2014. Neither the Company, Seller nor McClatchy is a party to or bound by, and has never been a party to or bound by, any written employment contract or any union contract, collective bargaining agreement or similar contract respecting any Acquired Employee. The employment of each of the Acquired Employees is terminable at will and no Acquired Employee is entitled to severance pay or other benefits following termination for cause or resignation, except as otherwise provided by applicable Legal Requirements, and provided that the parties acknowledge that the Company’s current practice is to offer severance benefits to Business Employees under certain circumstances, including to those whose positions are eliminated and who are offered a non-comparable position (as defined by a reduction in pay or hours of more than 20%). (b) There is no Proceeding pending or, to Seller’s Knowledge, Threatened against or affecting the Companies Company relating to the alleged violation of any material Legal Requirement pertaining to labor relations or employment matters. (b) None of , including any charge or complaint filed by an employee or union with the Companies has any obligation to inform or consult with any Business Employee National Labor Relations Board, the Equal Employment Opportunity Commission, or any representative comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting the Company or its premises. To Seller’s Knowledge, there has been no application for certification of any Business Employee in respect of a collective bargaining agent. Except for such matters which would not have a Material Adverse Effect, the transactions contemplated by this Agreement. (c) With respect to the Business Employees, FBHS and its Subsidiaries have Company has complied in all material respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages and hours (including overtime and employee classifications)wages, classification of employees versus independent contractorshours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health health, and plant closing. No Acquired Employee is a party to, and none or is otherwise bound by, any agreement or arrangement with Company, Seller or McClatchy, including any confidentiality, noncompetition or proprietary rights agreement, that in any material way adversely affects or will affect the performance of his duties as an employee of the Companies are liable for Company or the payment of any material compensation, damages, taxes, fines, penalties or other amounts, however designated, for failure to comply with any ability of the foregoing Legal Requirements. No individuals other than the current Business Employees may validly claim Company to be a current salaried employee of any of the Companiesconduct its business. (d) No Company has incurred any liability under the WARN Act that remains unsatisfied. To the extent that, after the Closing, Buyer operates the Business in substantially the same manner operated by the Companies during the six-month period prior to the Closing, no Company will incur any liability with respect to any Business Employee under the WARN Act.

Labor Relations; Compliance. (a) The Companies are notExcept as set forth in Schedule 3.19, and for none of the past 5 years have not been, Applicable Representation Entities is a party to or bound by any collective bargaining agreement, and there are no other labor unions, work councils or other labor Contract, andorganizations representing or, to the Knowledge of the CompaniesSeller, no Business Employees are otherwise represented by a labor union, labor organization purporting or works councilattempting to represent any employee of any of the Applicable Representation Entities. Except as set forth on Schedule 3.18, there is not presently pending or existing and, to the Companies’ Knowledge, there is not threatened (i) any No strike, slowdown, picketing, work stoppage stoppage, concerted refusal to work overtime or other similar labor activity with respect to any current employee grievance process or (ii) of any Proceeding against or affecting of the Companies relating Applicable Representation Entities is currently ongoing or, to the alleged violation of any material Legal Requirement pertaining to labor relations or employment matters. (b) None Knowledge of the Companies Seller, currently threatened, nor has there been any obligation to inform or consult with any Business Employee or any representative of any Business Employee in respect such activity within the last three years. Each of the transactions contemplated by this Agreement. (c) With respect to the Business Employees, FBHS and its Subsidiaries Applicable Representation Entities have complied in all material respects with all applicable provisions of applicable Legal Requirements pertaining to the employment or termination of employment of any Person, including, without limitation, all such applicable Legal Requirements relating to labor relations, equal employment, equal fair employment opportunitypractices, nondiscriminationentitlements, immigrationprohibited discrimination, wages immigration status, Tax information reporting, employment and hours (including overtime and employee classifications)withholding Taxes or other similar employment practices or acts. There is no unfair labor practice, classification charge or complaint or other Proceeding pending or, to the Knowledge of employees versus independent contractorsthe Seller, benefitsthreatened against any of the Applicable Representation Entities before the National Labor Relations Board or any similar Governmental Body. Except as would not reasonably be expected to have a material adverse effect on the business, collective bargainingassets, occupational safety and health and plant closingproperties, financial condition or prospects of the Applicable Representation Entities, taken as a whole, and none of the Companies are liable Applicable Representation Entities is a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body relating to employees or employment practices. None of the Applicable Representation Entities has closed any plant or facility or implemented any early retirement, separation or window program within the past three years, and none of the Applicable Representation Entities planned or announced any such action or program for the payment of any material compensation, damages, taxes, fines, penalties or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements. No individuals other than the current Business Employees may validly claim to be a current salaried employee of any of the Companiesfuture. (d) No Company has incurred any liability under the WARN Act that remains unsatisfied. To the extent that, after the Closing, Buyer operates the Business in substantially the same manner operated by the Companies during the six-month period prior to the Closing, no Company will incur any liability with respect to any Business Employee under the WARN Act.

Labor Relations; Compliance. (a) The Companies are notTo the Seller’s Knowledge, except for R▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇. and for the past 5 years have not beenR▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, party no key employee and no group of employees of Seller has any plans to any collective bargaining terminate or other labor Contract, and, to the Knowledge modify his or her status as an employee of the CompaniesBusiness, no Business Employees are otherwise represented by a labor union, labor organization or works councilincluding upon consummation of the transactions contemplated hereby. Except as set forth on the Schedule 3.184.11, there is not presently are no Proceedings pending or, to the Seller’s Knowledge, threatened against Seller with respect to or existing by any employee or former employee of the Business and, to the Companies’ Seller’s Knowledge, there are no Proceedings pending or threatened against any employees or former employee of the Business. Seller has not experienced any strikes, grievances, claims of unfair labor practices or other collective bargaining disputes. Seller has not engaged in any unfair labor practices. There is not threatened (i) no collective bargaining agreement or relationship with any strikelabor organization, slowdownand, picketing, work stoppage or employee grievance process or (ii) any Proceeding against or affecting the Companies relating to the alleged violation Seller’s Knowledge, there are no organizational efforts presently made or threatened by or on behalf of any material Legal Requirement pertaining labor union with respect to labor relations or employment mattersthe Business. (b) None Schedule 4.11(b) contains a true, complete and accurate list of each of Seller's employees employed in the Business as of the Companies has date of this Agreement, including all active employees and any obligation other employees, including employees inactive as of the date of this Agreement for any reason (including as a result of layoff, leave of absence, disability, illness or injury) (each such Person, a “Business Employee”), and with respect to inform or consult with any each such Business Employee or any representative of any Business Employee in respect as of the transactions contemplated date hereof, his or her date(s) of hire by this AgreementSeller, position and title (if any), current rate of compensation (including bonuses, commissions and incentive compensation, if any), whether such employee is hourly or salaried, whether such employee is exempt or non-exempt, whether such employee is absent from active employment and, if so, the date such employee became inactive, the reason for such inactive status and, if applicable, the anticipated date of return to active employment. (c) With respect to the Business Employees, FBHS and its Subsidiaries have complied in all material respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages and hours (including overtime and employee classifications), classification The Seller has not implemented any plant closing or layoff of employees versus independent contractors, benefits, collective bargaining, occupational safety and health and plant closingthat could implicate the WARN Act, and none of the Companies are liable for the payment of any material compensation, damages, taxes, fines, penalties no such action will be implemented on or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements. No individuals other than the current Business Employees may validly claim to be a current salaried employee of any of the Companies. (d) No Company has incurred any liability under the WARN Act that remains unsatisfied. To the extent that, after the Closing, Buyer operates the Business in substantially the same manner operated by the Companies during the six-month period prior to the Closing, no Company will incur any liability with respect Closing without advance notification to any Business Employee under the WARN ActBuyer.