Common use of Labor Clause in Contracts

Labor. Neither the Company nor any of its Subsidiaries is party to, or subject to, any collective bargaining agreement or other agreement with any labor organization, works council or trade union with respect to any of its or their operations. No material work stoppage, slowdown or labor strike against the Company or any of its Subsidiaries with respect to Company Employees who are employed within the United States is pending or has occurred in the last two (2) years, and, to the Knowledge of the Company (i) no material work stoppage, slowdown or labor strike against the Company or any of its Subsidiaries with respect to Company Employees who are employed within the United States is threatened and (ii) no material work stoppage, slowdown or labor strike against the Company or any of its Subsidiaries with respect to Company Employees who are employed outside the United States is pending, threatened or has occurred in the last two (2) years. As of the date hereof, (A) none of the Company Employees or Worksite Employees are represented by a labor organization, works council or trade union and (B) to the Knowledge of the Company, there is no organizing activity, Legal Action, election petition, union card signing or other union activity or union corporate campaigns of or by any labor organization, trade union or works council directed at the Company or any of its Subsidiaries, or any Company Employees or Worksite Employees. As of the date hereof, there are no Legal Actions, government investigations, or labor grievances pending, or, to the Knowledge of the Company, threatened relating to any employment related matter involving any Company Employee, Worksite Employee or applicant, including charges of unlawful discrimination, retaliation or harassment, failure to provide reasonable accommodation, denial of a leave of absence, failure to provide compensation or benefits, unfair labor practices, misclassification, or other alleged violations of Law, except for any of the foregoing which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has any material liability, whether absolute or contingent, including any obligations under any Company Benefit Plan, with respect to any misclassification of a Person performing services for the Company or any of its Subsidiaries as an independent contractor rather than as an employee.

Labor. Neither the Company nor (a) Seller is not a party to any of its Subsidiaries is party to, labor or subject to, any collective bargaining agreement and there are no labor or other agreement with any labor organization, works council or trade union with respect collective bargaining agreements which pertain to any employees of its or their operations. Seller. (b) No material work stoppage, slowdown or labor strike against the Company or any employees of its Subsidiaries with respect to Company Employees who are employed within the United States is pending or has occurred in the last two (2) years, and, to the Knowledge of the Company (i) no material work stoppage, slowdown or labor strike against the Company or any of its Subsidiaries with respect to Company Employees who are employed within the United States is threatened and (ii) no material work stoppage, slowdown or labor strike against the Company or any of its Subsidiaries with respect to Company Employees who are employed outside the United States is pending, threatened or has occurred in the last two (2) years. As of the date hereof, (A) none of the Company Employees or Worksite Employees Seller are represented by a labor organization, works council or trade union and (B) to the Knowledge of the Company, there is no organizing activity, Legal Action, election petition, union card signing or other union activity or union corporate campaigns of or by any labor organization. No labor organization or group of employees of Seller has made a pending demand for recognition, trade union or works council directed at the Company or any of its Subsidiaries, or any Company Employees or Worksite Employees. As of the date hereof, and there are no Legal Actions, government investigations, representation proceedings or labor grievances pending, petitions seeking a representation proceeding presently pending or, to the Knowledge of the CompanySeller, threatened to be brought or filed, with the National Labor Relations Board or other labor relations tribunal. There is no organizing activity involving Seller pending or, to the Knowledge of Seller, threatened by any labor organization or group of employees of Seller. (c) There are no (i) strikes, work stoppages, slowdowns, lockouts or arbitrations or (ii) material grievances or other labor disputes pending or, to the Knowledge of Seller, threatened against or involving Seller. There are no unfair labor practice charges, grievances or complaints pending or, to the Knowledge of Seller, threatened by or on behalf of any employee or group of employees of Seller. (d) There are no complaints, charges or claims against Seller pending or, to the Knowledge of Seller, threatened which could be brought or filed, with any public or Governmental Body based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment by Seller, of any individual. (e) Seller is in compliance in all material respects with all Laws and Orders relating to the employment related matter involving any Company Employee, Worksite Employee or applicantof labor, including charges of unlawful all such Laws and orders relating to wages, hours, the Worker Adjustment and Retraining Notification Act and any similar state, local or foreign “plant closing” Law (“WARN”), collective bargaining, discrimination, retaliation civil rights, safety and health, worker’s compensation, payment of overtime wages and the collection and payment of withholding and/or social security taxes and any similar tax. (f) There has been no “mass layoff” or harassment, failure to provide reasonable accommodation, denial of a leave of absence, failure to provide compensation or benefits, unfair labor practices, misclassification, or other alleged violations of Law, except for any of the foregoing which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has any material liability, whether absolute or contingent, including any obligations under any Company Benefit Plan, “plant closing” as defined by WARN with respect to Seller within the six (6) months prior to making this representation. (g) To the Knowledge of Seller, no executive, key employee, or group of employees currently has any misclassification plans to terminate employment with Seller independently of or as a Person performing services for the Company or any result of its Subsidiaries as an independent contractor rather than as an employeethis Agreement.

Labor. (a) Neither the Company Seller nor its Affiliates is or has ever been a party to or bound by any of its Subsidiaries is party tolabor agreement, union contract or subject to, any collective bargaining agreement or other agreement with any labor organization, works council or trade union with respect to the Business or any Applicable Employee. (b) For the past three years there have been no and there are no pending, or to the Seller’s Knowledge or FTFC’s Knowledge (in the case of FTFC, only with respect to the Canadian Sub) threatened, strike, walkout or other work stoppage or any union organizing effort by or on behalf of any of its the Applicable Employees. (c) For the past three years there have been no and there are no unfair labor practice charges or their operations. No material work stoppage, slowdown or labor strike complaints against the Company any of Seller or any of its Subsidiaries Affiliates in connection with the Business or any Applicable Employee pending, or to Seller’s Knowledge or FTFC’s Knowledge (in the case of FTFC, only with respect to Company Employees who are employed within the United States is pending Canadian Sub) threatened, before the National Labor Relations Board or has occurred other Government Entity, nor, to Seller’s Knowledge or FTFC’s Knowledge (in the last two (2) yearscase of FTFC, and, only with respect to the Knowledge Canadian Sub), is there any legal basis for such charge or complaint. (d) Seller and its Affiliates operate, and for the past three years have operated, the Business in compliance in all material respects with all Laws relating to the employment of labor, including all such laws, regulations and orders relating to wages, hours, the Company Fair Labor Standards Act, the Worker Adjustment and Retraining Notification Act and any similar state or local “mass layoff” or “plant closing” Law (i) “WARN”), collective bargaining, discrimination, civil rights, safety and health, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, and there has been no material work stoppage, slowdown “mass layoff” or labor strike against the Company “plant closing” as defined by WARN with respect to Seller or any of its Subsidiaries with respect to Company Employees who are employed Affiliates within the United States is threatened and six (ii6) no material work stoppage, slowdown or labor strike against the Company or any of its Subsidiaries with respect months prior to Company Employees who are employed outside the United States is pending, threatened or has occurred in the last two (2) years. As of the date hereof, (A) none of the Company Employees or Worksite Employees are represented by a labor organization, works council or trade union and (B) to the Knowledge of the Company, there is no organizing activity, Legal Action, election petition, union card signing or other union activity or union corporate campaigns of or by any labor organization, trade union or works council directed at the Company or any of its Subsidiaries, or any Company Employees or Worksite Employees. As of the date hereof, there are no Legal Actions, government investigations, or labor grievances pending, or, to the Knowledge of the Company, threatened relating to any employment related matter involving any Company Employee, Worksite Employee or applicant, including charges of unlawful discrimination, retaliation or harassment, failure to provide reasonable accommodation, denial of a leave of absence, failure to provide compensation or benefits, unfair labor practices, misclassification, or other alleged violations of Law, except for any of the foregoing which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has any material liability, whether absolute or contingent, including any obligations under any Company Benefit Plan, with respect to any misclassification of a Person performing services for the Company or any of its Subsidiaries as an independent contractor rather than as an employeeClosing.

Labor. (a) Within the past three years (i) neither the Company nor any of its Subsidiaries has experienced any strike, work stoppage, lockout, or other material labor dispute, and to the Knowledge of the Company no such strike, work stoppage, lockout or other material labor dispute is currently threatened; (ii) neither the Company nor any of its Subsidiaries has experienced any material grievance, claim of unfair labor practices, or other collective bargaining dispute; and (iii) to the Knowledge of the Company, no union organizing activity has been made or threatened by or on behalf of any labor organization, works council, or trade association with respect to employees of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries is party to, or subject to, has at any time been bound by any collective bargaining agreement or other agreement with any labor organization, works council or trade union with respect to any of its or their operations. No material work stoppage, slowdown or labor strike against the Company or any of its Subsidiaries with respect to Company Employees who are employed within the United States is pending or has occurred in the last two (2) yearssimilar agreement, and, to the Knowledge of the Company (i) no material work stoppage, slowdown or labor strike against the Company or any of its Subsidiaries with respect to Company Employees who are employed within the United States is threatened and (ii) no material work stoppage, slowdown or labor strike against the Company or any of its Subsidiaries with respect to Company Employees who are employed outside the United States is pending, threatened or has occurred in the last two (2) years. As of the date hereof, (A) none of the Company Employees or Worksite Employees are represented by a labor organization, works council or trade union and (B) to the Knowledge of the Company, there is no organizing activity, Legal Action, election petition, union card signing or other union activity or union corporate campaigns of or by any labor organization, trade union or works council directed at the Company or any of its Subsidiaries, or any Company Employees or Worksite Employees. As of the date hereof, there are no Legal Actionsorganizational campaigns, government investigations, or labor grievances pending, or, to the Knowledge of the Company, threatened relating to any employment related matter involving any Company Employee, Worksite Employee or applicant, including charges of unlawful discrimination, retaliation or harassment, failure to provide reasonable accommodation, denial of a leave of absence, failure to provide compensation or benefits, unfair labor practices, misclassificationpetitions, or other alleged violations unionization activities seeking to authorize representation of Law, except for any of the foregoing which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. employee. (b) Neither the Company nor any of its Subsidiaries has implemented any material liabilityemployee layoffs in the past three years that would be reasonably likely to implicate the Worker Adjustment Retraining and Notification Act of 1988, whether absolute as amended, or contingentany similar Law (collectively, including any obligations under any Company Benefit Plan, with respect to any misclassification of a Person performing services for the “WARN Act”). (c) There are no Proceedings against the Company or any of its Subsidiaries pending, or to the Company’s Knowledge, threatened to be brought or filed, before any Governmental Authority in connection with the employment of any current or former employee, including any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, with respect to payment of wages, salary or overtime pay or any other similar employment related matter arising under applicable employment Laws. (d) Each of Company and each of its Subsidiaries is, and has been for the last three years, in compliance in all material respects with all applicable Laws relating to employment and employment practices, workers’ compensation, terms and conditions of employment, worker classification, wages and hours, discrimination, immigration, collective bargaining, and the WARN Act. The Company and each of its Subsidiaries have properly classified their respective Service Providers as an “employees” or “independent contractor rather than contractors” and as an “exempt” or “non-exempt” for all purposes and has properly reported all compensation paid to such Service Providers for all purposes. The Company and each of its Subsidiaries have properly reported all compensation paid to such Service Providers for all purposes. (e) Section 4.12(e) of the Company Disclosure Schedule contains a true, correct and complete list of the names and current annual salary rates or current hourly wages, as applicable, bonus opportunity, hire date, accrued vacation and paid-time-off, principal work location and leave status of all present employees of the Company and its Subsidiaries and each such employee’s status as being exempt or nonexempt from the application of state and federal wage and hour Laws applicable to employees who do not occupy a managerial, administrative, or professional position. (f) Section 4.12(f) of the Company Disclosure Schedule contains a list of all independent contractors, consultants, agents or agency employees currently engaged by the Company and its Subsidiaries, along with the position, date of retention and rate of remuneration for each such Person. The Company and its Subsidiaries do not engage or retain any independent contractors, consultants, agents or agency employees. Each such independent Contractor, consultant, agent or agency employee has entered into customary covenants regarding confidentiality and assignment of Intellectual Property in such Person’s agreement with the Company or the applicable Subsidiary, a copy of which has been previously delivered to Parent.

Labor. Neither the Company nor any of its Subsidiaries is party to(a) Sellers have delivered to Purchaser, or subject to, any collective bargaining agreement or other agreement with any labor organization, works council or trade union with respect to any of its or their operations. No material work stoppage, slowdown or labor strike against the Company or any of its Subsidiaries with respect to Company Employees who are employed within the United States is pending or has occurred in the last two (2) years, and, to the Knowledge of the Company (i) no material work stoppage, slowdown or labor strike against the Company or any of its Subsidiaries with respect to Company Employees who are employed within the United States is threatened and (ii) no material work stoppage, slowdown or labor strike against the Company or any of its Subsidiaries with respect to Company Employees who are employed outside the United States is pending, threatened or has occurred in the last two (2) years. As as of the date hereof, the job title, principal work location, original date of employment, wage rate, salary, target annual bonus, employment status, exemption status, and leave status (A) none including type of the Company Employees or Worksite Employees are represented by a labor organizationleave and expected date of return for non-disability related leaves and expiration dates for disability-related leaves), works council or trade union of each Employee and (B) to the Knowledge of the Companyin addition, there is no organizing activitysolely for each Parent Employee, Legal Actionaccrued vacation and accrued sick days, election petition, union card signing but not including any names or other union activity or union corporate campaigns specific identifying information of or by any labor organization, trade union or works council directed at Employee (such names and information to be provided in the Company or any case of its Subsidiaries, or any Company Parent Employees or Worksite Employees. As of and Subsidiary Employees immediately after the date hereof). Sellers have delivered to Purchaser a schedule identifying each Designated Shared Employee. Except as disclosed in Schedule 6.16(a), there no Seller or Subsidiary is a party to any works council, collective bargaining agreement or similar employee representation agreement. (b) There are no Legal Actions(i) strikes, government investigationswork stoppages, work slowdowns or labor grievances pending, lockouts pending or, to the Knowledge of the CompanySellers, threatened relating to any employment related matter against or involving any Company EmployeeSeller, Worksite as relates to the Business, or any Subsidiary, or (ii) unfair labor practice charges, grievances or complaints pending or, to the Knowledge of Sellers, threatened by or on behalf of any Employee or applicant, including charges group of unlawful discrimination, retaliation or harassment, failure to provide reasonable accommodation, denial of a leave of absence, failure to provide compensation or benefits, unfair labor practices, misclassification, or other alleged violations of LawEmployees, except for any of the foregoing which in each case as would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has any material liability, whether absolute or contingent, including any obligations under any Company Benefit PlanSellers, with respect to the Business, and the Subsidiaries are in compliance in all material respects with all Labor Laws. BancTec Italy has timely paid social security contributions and social insurance contributions required of it, and the severance indemnity relating to the Employees of BancTec Italy have been set aside in compliance with the Laws of Italy. (c) Except as disclosed in Schedule 6.16(c), there are no Legal Proceedings relating to any misclassification Employee pending or, to the Knowledge of a Person performing services for Sellers, threatened against any Seller, as relates to the Company Business, or any of its Subsidiaries as an independent contractor rather than as an employeeSubsidiary, before any Governmental Body, and no Seller or Subsidiary is subject to any Order or any Governmental Body relating to any Employee. (d) BancTec Canada has paid all amounts to be paid by it under the Canada Pension Plan, the Employment Insurance Act (Canada) and the Employer Health Tax Act (Ontario) and has withheld or collected and remitted in a timely manner to the relevant Government Body all amounts required to be withheld or remitted by it.

Labor. Neither the Company nor No Target Group Member is a party to any of its Subsidiaries is party to, labor or subject to, any collective bargaining agreement and there are no labor or other agreement collective bargaining agreements which pertain to Employees in connection with any labor organization, works council or trade union with respect to any of its or their operationsthe Business. No material work stoppage, slowdown or labor strike against the Company or any of its Subsidiaries with respect to Company Employees who are employed within the United States is pending or has occurred in the last two (2) years, and, to the Knowledge of the Company (i) no material work stoppage, slowdown or labor strike against the Company or any of its Subsidiaries with respect to Company Employees who are employed within the United States is threatened and (ii) no material work stoppage, slowdown or labor strike against the Company or any of its Subsidiaries with respect to Company Employees who are employed outside the United States is pending, threatened or has occurred in the last two (2) years. As of the date hereof, (A) none of the Company Employees or Worksite Employees are represented by a any labor organization. No labor organization or group of Employees has made a pending demand for recognition, works council and there are no representation proceedings or trade union and (B) petitions seeking a representation proceeding presently pending or, to the Knowledge of the Company, there threatened to be brought or filed, with the National Labor Relations Board or other labor relations tribunal. There is no organizing activityactivity involving the Target Group pending or, Legal Actionto the Knowledge of the Company, election petition, union card signing or other union activity or union corporate campaigns of or threatened by any labor organizationorganization or group of Employees. There are no (a) strikes, trade union work stoppages, slowdowns, lockouts or works council directed at arbitrations or (b) material grievances or other labor disputes pending or, to the Company Knowledge of the Company, threatened against or involving the Target Group or any of its Subsidiaries, or any Company Employees or Worksite EmployeesEmployee. As of the date hereof, there are no Legal Actionscomplaints, government investigations, charges or labor grievances pending, claims against any Target Group Member pending or, to Knowledge of the Company, threatened that could be brought or filed, with any Governmental Authority or based on, arising out of, in connection with or otherwise relating to the employment or termination of employment or failure to employ any individual by any Target Group Member. To the Knowledge of the Company, threatened the Target Group is in compliance in all material respects with all Laws relating to any the employment related matter involving any Company Employee, Worksite Employee or applicantof labor, including charges of unlawful all such Laws relating to classification, wages, hours, WARN and any similar state or local “mass layoff” or “plant closing” Law, collective bargaining, discrimination, retaliation or harassmentcivil rights, failure to provide reasonable accommodationsafety and health, denial workers’ compensation and the collection and payment of a leave of absence, failure to provide compensation or benefits, unfair labor practices, misclassification, or other alleged violations of Law, withholding and/or social security taxes and any similar tax except for any of the foregoing which would not reasonably be expected to have, individually immaterial non-compliance. There has been no “mass layoff” or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has any material liability, whether absolute or contingent, including any obligations under any Company Benefit Plan, “plant closing” (as defined by WARN) with respect to any misclassification Target Group Member within the six (6) months prior to Closing. Notwithstanding any provision of a Person performing services for this Agreement to the Company contrary, this Section 4.19 and Section 4.13 shall be the exclusive representations and warranties in respect of all matters respecting employment, incentives, labor, benefits and pensions (including the Employee Plans) and conditions, liabilities or losses arising from any of its Subsidiaries as an independent contractor rather than as an employeesuch matters.

Labor. Neither the Company nor (a) Seller is not a party to any of its Subsidiaries is party tolabor, or subject to, any collective bargaining agreement or similar agreement, and currently there are no organizational campaigns, petitions or other agreement with any labor organization, works council or trade union with respect to any unionization activities seeking recognition of its or their operations. a collective bargaining unit which could affect Seller. (b) No material work stoppage, slowdown or labor strike against the Company or any of its Subsidiaries with respect to Company Employees who are employed within the United States is pending or has occurred in the last two (2excluding contractors and consultants) years, and, to the Knowledge of the Company (i) no material work stoppage, slowdown or labor strike against the Company or any of its Subsidiaries with respect to Company Employees who are employed within the United States is threatened and (ii) no material work stoppage, slowdown or labor strike against the Company or any of its Subsidiaries with respect to Company Employees who are employed outside the United States is pending, threatened or has occurred in the last two (2) years. As of the date hereof, (A) none of the Company Employees or Worksite Employees are represented by a labor organization, works council or trade union and (B) to the Knowledge of the Company, there is no organizing activity, Legal Action, election petition, union card signing or other union activity or union corporate campaigns of or by any labor organization. No labor organization or group of Employees (excluding contractors and consultants) has made a pending demand for recognition, trade union or works council directed at the Company or any of its Subsidiaries, or any Company Employees or Worksite Employees. As of the date hereof, and there are no Legal Actions, government investigations, representation proceedings or labor grievances pending, petitions seeking a representation proceeding presently pending or, to the Knowledge of the CompanySeller, threatened to be brought or filed, with the National Labor Relations Board or other labor relations tribunal. There is no organizing activity involving Seller pending or, to the Knowledge of Seller, threatened by any labor organization or group of Employees (excluding contractors and consultants). (c) There are no (i) strikes, work stoppages, slowdowns, lockouts or arbitrations or (ii) material grievances or other labor disputes pending or, to the Knowledge of Seller, threatened against or involving Seller. There are no unfair labor practice charges, grievances or complaints pending or, to the Knowledge of Seller, threatened by or on behalf of any Employee or group of Employees. (d) There are no complaints, charges or claims against Seller pending or, to Knowledge of Seller, threatened that could be brought or filed, with any Governmental Body based on, arising out of, in connection with or otherwise relating to the employment or termination of employment of or failure to employ, any individual. Seller is in compliance with all Laws relating to the employment related matter involving any Company Employee, Worksite Employee or applicantof labor, including charges all such Laws relating to wages, hours, classification of unlawful individuals as independent contractors, classification of employees as exempt/non-exempt. WARN and any similar state or local “mass layoff” or “plant closing” Law, collective bargaining, discrimination, retaliation or harassmentcivil rights, failure to provide reasonable accommodationsafety and health, denial workers’ compensation and the collection and payment of a leave of absence, failure to provide compensation or benefits, unfair labor practices, misclassification, or other alleged violations of Law, withholding and/or social security taxes and any similar tax except for any of the foregoing which would not reasonably be expected to have, individually immaterial non-compliance. There has been no “mass layoff” or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has any material liability, whether absolute or contingent, including any obligations under any Company Benefit Plan, “plant closing” (as defined by WARN) with respect to any misclassification of a Person performing services for Seller within the Company or any of its Subsidiaries as an independent contractor rather than as an employeesix (6) months prior to Closing.

Labor. Neither the Company nor any of its Subsidiaries is party (a) (i) Seller has paid in full to, or subject toaccrued on behalf of, all Seller Personnel all wages, salaries, commissions, bonuses and other direct compensation for all services performed by them to the Closing Date and has paid all amounts required to be reimbursed to Seller Personnel; (ii) Seller is in material compliance with all applicable, federal, state, local and foreign laws and regulations respecting employment and employment practices, labor relations, terms and conditions of employment and wages and hours; (iii) there is no unfair labor practice complaint or charge against Seller threatened or pending before the National Labor Relations Board or any collective bargaining agreement comparable state, local or foreign agency or other agreement with any Governmental Entity; (iv) there is no labor organizationstrike, works council or trade union with respect to any of its or their operations. No material work stoppagedispute, slowdown or labor strike against the Company or any of its Subsidiaries with respect to Company Employees who are employed within the United States is stoppage actually pending or has occurred in the last two (2) years, and, to the Knowledge of the Company (i) no material work stoppage, slowdown or labor strike against the Company or any of its Subsidiaries with respect to Company Employees who are employed within the United States is threatened and (ii) no material work stoppage, slowdown or labor strike against the Company or any of its Subsidiaries with respect to Company Employees who are employed outside the United States is pending, threatened or has occurred in the last two (2) years. As of the date hereof, (A) none of the Company Employees or Worksite Employees are represented by a labor organization, works council or trade union and (B) to the Knowledge of the Company, there is no organizing activity, Legal Action, election petition, union card signing or other union activity or union corporate campaigns of or by any labor organization, trade union or works council directed at the Company or any of its Subsidiaries, or any Company Employees or Worksite Employees. As of the date hereof, there are no Legal Actions, government investigations, or labor grievances pending, or, to the Knowledge of the CompanySeller, threatened relating against or involving Seller; (v) no representation question exists respecting the employees of Seller; (vi) no grievance which will have a Material Adverse Effect is pending and no claim therefor has been asserted; (vii) the only collective bargaining agreement to any which Seller is a party is with Warehouse Employees' Union Local No. 169, which expires December 31, 1998; (viii) no action has been taken, corporate or otherwise, that could result in a termination of employment related matter involving any Company Employee, Worksite Employee or applicant, including charges of unlawful discrimination, retaliation or harassment, failure to provide reasonable accommodation, denial of a leave substantial number of absenceSeller Personnel (beyond normal turnover) on or prior to the Closing Date; (ix) Seller has not taken any action which has resulted or is expected to result in a "plant closing" or a "mass layoff" within the meaning of the Worker Adjustment and Retraining Notification ("WARN") Act, failure or any state or local WARN Act, with respect to provide compensation Seller Personnel since the effective date of such Act; (x) Seller shall be responsible for all notifications required by federal, state and local WARN Acts as a result of this transaction; (xi) since January 1, 1997 neither Seller, any Affiliate of Seller nor any Shareholder has received notice by charge, complaint, citation, claim or benefitsgrievance that it has violated or is alleged to have violated federal, unfair labor state or local laws or regulations or common law concerning the health and safety of Seller Personnel, unlawful discrimination in employment, unlawful employment practices, misclassificationwages and hours, terms or conditions of employment or any other alleged violations of Lawemployment-related law, except for any of the foregoing which would not reasonably be expected to have, individually regulation or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has any material liability, whether absolute or contingent, including any obligations under any Company Benefit Plancommon law, with respect to any misclassification Seller Personnel or any applicant for a position as Seller Personnel; and (xii) no claim is pending which alleges Seller, any Affiliate of Seller or a Person performing services Shareholder has violated federal, state or local laws or regulations or common law concerning the health and safety of Seller Personnel, unlawful discrimination in employment, unlawful employment practices, wages and hours, terms or conditions of employment or any other employment-related law, regulation or common law, with respect to any Seller Personnel or any applicant for a position as Seller Personnel. (b) Schedule 3.9(b) hereto contains a list of certain employees of Seller, including the Company following information: (i) name; (ii) social security number; (iii) the location of employment; (iv) first date of present service; (v) job title or description; (vi) rate of compensation (including any bonus, incentive, profit-sharing or other contingent payment); and (vii) date and amount of last change in compensation rate; provided, that information relating to items (vi) and (vii) need be given only with respect to non-union employees. (c) Except as set forth on Schedule 3.9(c), Seller has no obligation, whether legal or otherwise, to pay to any of its Subsidiaries current or former employees, directors, officers or advisors, any salary, fringe benefit or premium, or to offer any Person employment after the Closing Date. To the Knowledge of Seller, Seller has no obligations or liabilities arising from the termination or cancellation of any employment agreements in effect on or prior to the Closing Date. Except as an independent contractor rather than as an employeerequired by law, Seller is not a party to any employment or consulting agreement, whether written or oral, which cannot be terminated upon notice of thirty (30) days or less without penalty or premium. (d) To the Knowledge of Seller, no present or former employee of Seller is presently engaged or has threatened to engage in competition with the Business.

Labor. (i) Neither the Company nor any of its Subsidiaries is a party to, to any labor or subject to, any collective bargaining agreement and there are no labor or other agreement with collective bargaining agreements which pertain to employees of the Company or any of its Subsidiaries. (ii) No Employees are represented by any labor organization, works council or trade union with respect to any of its or their operations. No material work stoppage, slowdown labor organization or labor strike against group of employees of the Company or any of its Subsidiaries with respect to Company Employees who are employed within the United States is has made a pending or has occurred in the last two (2) yearsdemand for recognition, and, to the Knowledge of the Company (i) no material work stoppage, slowdown or labor strike against the Company or any of its Subsidiaries with respect to Company Employees who are employed within the United States is threatened and (ii) no material work stoppage, slowdown or labor strike against the Company or any of its Subsidiaries with respect to Company Employees who are employed outside the United States is pending, threatened or has occurred in the last two (2) years. As of the date hereof, (A) none of the Company Employees or Worksite Employees are represented by a labor organization, works council or trade union and (B) to the Knowledge of the Company, there is no organizing activity, Legal Action, election petition, union card signing or other union activity or union corporate campaigns of or by any labor organization, trade union or works council directed at the Company or any of its Subsidiaries, or any Company Employees or Worksite Employees. As of the date hereof, there are no Legal Actions, government investigations, representation proceedings or labor grievances pending, petitions seeking a representation proceeding presently pending or, to the Knowledge of the Company, Parent and Seller, threatened relating to any employment related matter involving any Company Employeebe brought or filed, Worksite Employee or applicant, including charges of unlawful discrimination, retaliation or harassment, failure to provide reasonable accommodation, denial of a leave of absence, failure to provide compensation or benefits, unfair labor practices, misclassification, with the National Labor Relations Board or other alleged violations of Law, except for any labor relations tribunal. To the Knowledge of the foregoing which would not reasonably be expected to haveCompany, individually or in the aggregateParent and Seller, a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has any material liability, whether absolute or contingent, including any obligations under any Company Benefit Plan, with respect to any misclassification of a Person performing services for there is no organizing activity involving the Company or any of its Subsidiaries pending or threatened by any labor organization or group of employees of the Company or any of its Subsidiaries. (iii) There are no (A) strikes, work stoppages, slowdowns, lockouts or arbitrations or (B) material grievances or other labor disputes pending or, to the Knowledge of the Company, Parent and Seller, threatened against or involving the Company or any of its Subsidiaries. To the Knowledge of the Company, Parent and Seller, there are no unfair labor practice charges, grievances or complaints pending or threatened by or on behalf of any employee or group of employees of the Company that would be reasonably expected to have a Material Adverse Effect. (iv) There are no complaints, charges or claims against the Company or any of its Subsidiaries pending with any Governmental Authority, or, to Knowledge of the Company, Parent and Seller, that have been threatened in writing to be brought or filed, with any Governmental Authority based on, or arising out of, the employment or termination of employment or failure to employ by the Company or any of its Subsidiaries, of any individual. There has been no “mass layoff” or “plant closing” (as an independent contractor rather than defined by the Worker Adjustment and Retraining Notification Act of 1988, as an amended) with respect to the Company or any of its Subsidiaries within the six (6) months prior to Closing. (v) To the Knowledge of the Company, Parent and Seller, none of the officers or employees listed on Schedule 4(u)(v) intends to terminate his or her employment with the Company, and the Company does not have a present intention to terminate the employment of any such officer or employee.

Labor. Neither the (a) The Company nor is not a party to any of its Subsidiaries is party to, labor or subject to, any collective bargaining agreement and there are no labor or other agreement with any labor organization, works council or trade union with respect collective bargaining agreements which pertain to any employees of its or their operations. the Company. (b) No material work stoppage, slowdown or labor strike against the Company or any of its Subsidiaries with respect to Company Employees who are employed within the United States is pending or has occurred in the last two (2) years, and, to the Knowledge employees of the Company (i) no material work stoppage, slowdown or labor strike against the Company or any of its Subsidiaries with respect to Company Employees who are employed within the United States is threatened and (ii) no material work stoppage, slowdown or labor strike against the Company or any of its Subsidiaries with respect to Company Employees who are employed outside the United States is pending, threatened or has occurred in the last two (2) years. As of the date hereof, (A) none of the Company Employees or Worksite Employees are represented by a labor organization, works council or trade union and (B) to the Knowledge of the Company, there is no organizing activity, Legal Action, election petition, union card signing or other union activity or union corporate campaigns of or by any labor organization, trade union . No labor organization or works council directed at group of employees of the Company or any of its Subsidiarieshas made a pending demand for recognition, or any Company Employees or Worksite Employees. As of the date hereof, and there are no Legal Actions, government investigations, representation proceedings or labor grievances pending, petitions seeking a representation proceeding presently pending or, to the Knowledge of the Company, threatened to be brought or filed, with the National Labor Relations Board or other labor relations tribunal. There is no organizing activity involving the Company pending or, to the Knowledge of the Company, threatened by any labor organization or group of employees of the Company. (c) There are no (i) strikes, work stoppages, slowdowns, lockouts or arbitrations or (ii) grievances or other labor disputes pending or, to the Knowledge of the Company, threatened against or involving the Company. There are no unfair labor practice charges, grievances or complaints pending or, to the Knowledge of the Company, threatened by or on behalf of any employee or group of employees of the Company. (d) There are no complaints, charges or claims against the Company pending or, to the Knowledge of the Company, threatened which could be brought or filed, with any public or Governmental Entity based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment by the Company, of any individual. (e) The Company is in compliance with all Laws and Orders relating to the employment related matter involving any Company Employee, Worksite Employee or applicantof labor, including charges of unlawful all such Laws and orders relating to wages, hours, the Worker Adjustment and Retraining Notification Act and any similar state, local or foreign “plant closing” Law (“WARN”), collective bargaining, discrimination, retaliation civil rights, safety and health, worker’s compensation, payment of overtime wages and the collection and payment of withholding and/or social security taxes and any similar tax. (f) There has been no “mass layoff” or harassment, failure to provide reasonable accommodation, denial of a leave of absence, failure to provide compensation or benefits, unfair labor practices, misclassification, or other alleged violations of Law, except for any of the foregoing which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has any material liability, whether absolute or contingent, including any obligations under any Company Benefit Plan, “plant closing” as defined by WARN with respect to any misclassification of a Person performing services for the Company within the six (6) months prior to making this representation. (g) To the Knowledge of the Company, no executive, key employee, or group of employees currently has any plans to terminate employment with the Company independently of its Subsidiaries or as an independent contractor rather than as an employeea result of this Agreement.

Labor. (a) Neither the Company nor any of its the Acquired Subsidiaries is a party to, to any labor or subject to, any collective bargaining agreement and there are no labor or other agreement with any labor organization, works council or trade union with respect collective bargaining agreements which pertain to any employees of its or their operations. No material work stoppage, slowdown or labor strike against the Company or any of its the Acquired Subsidiaries. (b) No Employees are represented by any labor organization. No labor organization or group of employees of the Company or any of the Acquired Subsidiaries with respect to Company Employees who has made a pending demand for recognition, and there are employed within the United States is no representation proceedings or petitions seeking a representation proceeding presently pending or has occurred in the last two (2) years, andor, to the Knowledge of Seller or the Company (i) no material work stoppage, slowdown or labor strike against the Company or any of its Subsidiaries with respect to Company Employees who are employed within the United States is threatened and (ii) no material work stoppage, slowdown or labor strike against the Company or any of its Subsidiaries with respect to Company Employees who are employed outside the United States is pendingCompany, threatened to be brought or has occurred in the last two (2) years. As of the date hereoffiled, (A) none of the Company Employees or Worksite Employees are represented by with a labor organization, works council or trade union and (B) to relations tribunal. To the Knowledge of Seller or the Company, there is no organizing activity, Legal Action, election petition, union card signing or other union activity or union corporate campaigns of or by any labor organization, trade union or works council directed at involving the Company or any of its Subsidiaries, the Acquired Subsidiaries pending or threatened by any labor organization or group of employees of the Company or any Company Employees or Worksite Employees. As of the date hereof, there Acquired Subsidiaries. (c) There are no Legal Actions(i) strikes, government investigationswork stoppages, slowdowns, lockouts or arbitrations or (ii) material grievances or other labor grievances pending, disputes pending or, to the Knowledge of Seller or the Company, threatened relating to any employment related matter against or involving any Company Employee, Worksite Employee or applicant, including charges of unlawful discrimination, retaliation or harassment, failure to provide reasonable accommodation, denial of a leave of absence, failure to provide compensation or benefits, unfair labor practices, misclassification, or other alleged violations of Law, except for any of the foregoing which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has any material liability, whether absolute or contingent, including any obligations under any Company Benefit Plan, with respect to any misclassification of a Person performing services for the Company or any of its the Acquired Subsidiaries. There are no unfair labor practice charges, formal grievances or formal complaints pending or, to the Knowledge of Seller or the Company, threatened by or on behalf of any employee or group of employees of the Company. (d) None of Seller, the Company or any of the Acquired Subsidiaries as an independent contractor rather than as an employeehave received notice of any complaints, charges or claims against the Company or any of the Acquired Subsidiaries that could be brought or filed, with any Governmental Body or based on, arising out of, in connection with or otherwise relating to the employment or termination of employment, or failure to employ, by the Company or any of the Acquired Subsidiaries of any individual. Each of the Company and the Acquired Subsidiaries is in compliance with all Laws relating to the employment of labor, including all such Laws relating to wages, hours, and any similar mass layoff or plant closing Law, collective bargaining, discrimination, civil rights, safety and health, workers' compensation and the collection and payment of withholding and/or social security taxes and any similar tax except for immaterial non-compliance.

Labor. Neither (a) (i) To the Company nor best of Sellers’ knowledge, information and belief, Sellers’ employees are eligible to work under current laws, and the required documentation commonly used to verify employment eligibility has been obtained and is on file. Seller makes no further representations regarding non-mandatory verification methods such as E-Verify. To Sellers’ knowledge, each Seller is in compliance, in all material respects, with all applicable Laws regarding employment and employment practices, including, without limitation, all applicable Laws regarding terms and conditions of employment, health and safety, wages and hours, child labor, immigration, employment discrimination, equal employment opportunity, affirmative action, plant closures and layoffs, workers’ compensation, labor relations, disability rights or benefits, employee leave issues, worker classification, and unemployment insurance, (ii) since January 1, 2016, no Seller has received written notice of the intent of any Governmental Body responsible for the enforcement of its Subsidiaries any such Laws to conduct an investigation with respect to or relating to any such Laws, or written notice that such investigation is in progress, and (iii) other than the agreement referred to in Section 5.9(j), no Seller is a party to, or subject tootherwise bound by, any Order relating to employees or employment practices. (b) No Seller is a party to or bound by any collective bargaining agreement or other similar agreement with any labor organizationorganization or is negotiating any such agreement. There are no (i) pending unfair labor practice or other labor or employment charges, works council complaints, grievances, arbitration proceedings or trade union with respect to other Legal Proceedings against any of its or their operations. No material work stoppage, slowdown or labor strike against the Company or any of its Subsidiaries with respect to Company Employees who are employed within the United States is pending or has occurred in the last two (2) years, andSeller nor, to the Knowledge of the Company (i) no material work stoppageSellers, slowdown is any such charge, complaint, grievance, proceeding or labor strike against the Company or any of its Subsidiaries with respect to Company Employees who are employed within the United States is threatened and other Legal Proceeding threatened, (ii) no material labor strikes, disputes, slowdowns, work stoppage, slowdown stoppages or labor strike against lockouts that have occurred within the Company past three (3) years or any of its Subsidiaries with respect to Company Employees who that are employed outside the United States is pending, threatened or has occurred in the last two (2) years. As of the date hereof, (A) none of the Company Employees or Worksite Employees are represented by a labor organization, works council or trade union and (B) to the Knowledge of the Company, there is no organizing activity, Legal Action, election petition, union card signing or other union activity or union corporate campaigns of or by any labor organization, trade union or works council directed at the Company or any of its Subsidiaries, or any Company Employees or Worksite Employees. As of the date hereof, there are no Legal Actions, government investigations, or labor grievances pending, pending or, to the Knowledge of the CompanySellers, threatened relating against any Seller, and (iii) to the Knowledge of the Sellers, attempts by any employees of any Seller to unionize or collectively bargain with any Seller. No Seller has engaged in any unfair labor practice. (c) All compensation, including wages, commissions and bonuses payable to any employment related matter involving any Company Employee, Worksite Employee or applicant, including charges of unlawful discrimination, retaliation or harassment, failure to provide reasonable accommodation, denial of a leave of absence, failure to provide compensation or benefits, unfair labor practices, misclassification, or other alleged violations of Law, except for any employees of the foregoing which would not reasonably be expected Sellers for services performed on or prior to havethe date hereof has been paid in full and there are no outstanding agreements, individually understandings or in the aggregate, a Company Material Adverse Effect. Neither the Company nor commitments of any of its Subsidiaries has any material liability, whether absolute or contingent, including any obligations under any Company Benefit Plan, Seller with respect to any misclassification compensation, commissions or bonuses that will survive the Closing. To the Knowledge of a Person performing each Seller, such Seller has withheld all amounts required by law or agreement to be withheld from the wages or salaries of employees and such Seller is not liable for any arrears of any tax or penalties for failure to comply with the foregoing. All employees classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws or individuals providing services for as independent contractors or consultants are properly classified in all material respects are properly classified in all material respects. (d) The Sellers are not party to any written or other employment, labor or compensation agreements with any employees that will survive the Company or any of its Subsidiaries as an independent contractor rather than as an employeeClosing.

Labor. Neither (a) Set forth in Section 4.15(a) of the Company nor Seller Disclosure --------------- Schedule is a true and correct list, as of the date hereof, of each labor or collective bargaining agreement and all agreements with unions, works councils or similar organizations (including shop practices (betriebliche Ubung) in Germany or other countries and any agreements pertaining to work regulations) to which Seller or any of its Subsidiaries is a party to, that pertains to Acquired Company Employees or subject to, Business Employees (other than those that apply to all workers within the country in a given industry). (b) No labor organization representing any collective bargaining agreement Acquired Company Employees or other agreement with any labor organization, works council Business Employees or trade union with respect to any group of its Acquired Company Employees or their operations. No material work stoppage, slowdown or labor strike Business Employees has made a pending demand against the Company Seller or any of its Subsidiaries with respect to for recognition; and there are no representation proceedings or petitions seeking a representation proceeding presently pending against Seller or any of its Subsidiaries involving any Acquired Company Employees who are employed within the United States is pending or has occurred in the last two (2) years, andBusiness Employees or, to the Knowledge of the Company (i) no material work stoppageSeller, slowdown threatened to be brought or labor strike filed against the Company Seller or any of its Subsidiaries Related to the Business with respect to Company Employees who are employed within the United States is threatened and (ii) no material work stoppage, slowdown or labor strike against the Company National Labor Relations Board or any other labor relations tribunal inside or outside of its Subsidiaries with respect to Company Employees who are employed outside the United States States. There is pending, threatened or has occurred in the last two (2) years. As of the date hereof, (A) none of the no ongoing organizing activity involving Acquired Company Employees or Worksite Business Employees are represented by a labor organizationpending or, works council or trade union and (B) to the Knowledge of the CompanySeller, there is no organizing activity, Legal Action, election petition, union card signing or other union activity or union corporate campaigns of or threatened by any labor organization, trade union organization or works council directed at the Company or any group of its Subsidiaries, or any Acquired Company Employees or Worksite Business Employees. . (c) As of the date hereof, there are no Legal Actions(i) strikes, government investigationswork stoppages, slowdowns, lockouts or arbitrations pending, or labor grievances pending, or, to the Knowledge of the CompanySeller, threatened, involving in excess of 35 Business Employees or Acquired Company Employees at any Material Site, (ii) grievances or other labor disputes or proceedings pending or threatened relating to any employment related matter against or involving any Acquired Company EmployeeEmployees or Business Employees, Worksite Employee or applicant, including charges of unlawful discrimination, retaliation or harassment, failure to provide reasonable accommodation, denial of a leave of absence, failure to provide compensation or benefits, (iii) unfair labor practicespractice charges, misclassificationgrievances or complaints pending or threatened by or on behalf of any Acquired Company Employees or Business Employees, or other alleged violations except, in the cases of Lawclauses (ii) and (iii), except for any of the foregoing which would not reasonably be expected to have, individually result in costs or liabilities in excess of U.S.$200,000. (d) The Business and the aggregate, a Company Material Adverse Effect. Neither Acquired Companies are in compliance in all material respects with all Laws and Orders and works council regulations Related to the Company nor any Business relating to the employment of its Subsidiaries has any material liability, whether absolute or contingenttheir respective employees and the engagement of their respective independent contractors, including any obligations under any Company Benefit Planall such Laws and Orders relating to wages, with respect to any misclassification hours, collective bargaining, legal qualification of a Person performing services for employment status, employment discrimination, immigration, disability, civil rights, rights of privacy, unfair labor practices, occupational safety and health, workers' compensation, pay equity, the Company or any collection and payment of its Subsidiaries as an independent contractor rather than as an employeewithholding and/or social contribution taxes and similar Taxes.

Labor. Neither the Company nor any of its Subsidiaries is party to(i) No strike, or subject to, any collective bargaining agreement or other agreement with any labor organization, works council or trade union with respect to any of its or their operations. No material work stoppage, slowdown walkout, lockout, or other material labor strike against dispute involving the employees of the Company or any of its Subsidiaries with respect to Company Employees who are employed within the United States is pending or has occurred in or, to the last two (2) yearsKnowledge of the Company, threatened, and, to the Knowledge of the Company Company, no such dispute has occurred within the past three (i3) years. There is no material work stoppage, slowdown or labor strike against union representation petition involving the employees of the Company or any of its Subsidiaries with respect to Company Employees who are employed within the United States is threatened and (ii) no material work stoppagepending or, slowdown or labor strike against the Company or any of its Subsidiaries with respect to Company Employees who are employed outside the United States is pending, threatened or has occurred in the last two (2) years. As of the date hereof, (A) none of the Company Employees or Worksite Employees are represented by a labor organization, works council or trade union and (B) to the Knowledge of the Company, threatened, nor, to the Knowledge of the Company are there is no or for the past three (3) years have there been any other ongoing or threatened union organizing activity, Legal Action, election petition, union card signing or other union activity or union corporate campaigns activities. Employees of or the Company and its Subsidiaries are not represented by any labor organization, trade union or works council directed any similar employee representative organization or association, nor are any collective bargaining agreements or other Contracts with any labor organization or any similar employee representative organization or association otherwise in effect or being negotiated with respect to such employees in connection with their employment with the Company or any of its Subsidiaries. Within the past three (3) years, neither the Company nor its Subsidiaries have implemented or effectuated a “plant closing,” “mass layoff,” partial “plant closing,” “relocation,” or “termination” (each as defined in the Worker Adjustment and Retraining Notification Act or similar state or local Law) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of the Company or any of its Subsidiaries, which “plant closing,” “mass layoff,” partial “plant closing,” “relocation,” or “termination” triggered any notice obligations under the Worker Adjustment and Retraining Notification Act. (ii) The Company has provided to Parent a true and correct list of all employees and independent contractors of the Company and its Subsidiaries, containing: (A) their names and status as an employee or contractor; (B) the entity with which they are employed or engaged and their location (country, state, city); (C) their start dates; (D) their job titles; (E) their fulltime, part-time, or temporary status; (F) their base salaries or base hourly wage or contract rate; (G) their target bonus rates or target commission rates; (H) any other compensation payable to them (including compensation payable pursuant to any other bonus, deferred compensation, commission arrangements or other compensation, and/or severance payments); (I) any promises or commitments made to them with respect to changes or additions to their compensation or benefits; (J) their visa status, if applicable, and (K) designation of whether they are classified as exempt or non-exempt for purposes of the Fair Labor Standards Act and any similar state law. (iii) The Company and its Subsidiaries (A) are, and at all times during the past three (3) years have been, in material compliance with all applicable Laws pertaining to employment and employment practices, including, but not limited to, wages, hours, compensation, employee classification (either as exempt or non-exempt, or as a contractor versus employee), fringe benefits, paid sick leave, employment or termination of employment, leave of absence rights, employment policies, immigration, terms and conditions of employment, labor or employee relations, affirmative action, government contracting obligations, equal employment opportunity and fair employment practices, disability rights or benefits, workers’ compensation, unemployment compensation and insurance, health insurance continuation, whistle-blowing, privacy rights, harassment, discrimination, retaliation, and working conditions or employee safety or health; (ii) have withheld and reported all amounts required by any Legal Requirement or Contract to be withheld and reported with respect to wages, salaries and other payments or compensation to any Company employee; (iii) have no material Liability for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing; and (iv) have no material Liability for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body with respect to unemployment compensation benefits, social security or other benefits or obligations for any Company employee (other than routine payments to be made in the normal course of business and consistent with past practice) (iv) Except as set forth in Schedule 2.1(m), there are no currently pending, and have not been during the past three (3) years, any actions, suits, claims (oral or written), charges, complaints, grievances, arbitrations, investigations or other legal proceedings against the Company or any of its Subsidiaries, or to the Company’s Knowledge, threatened to be brought or filed, by or with any Company Employees Person or Worksite Employees. As any Governmental Authority or arbitrator in connection with the employment or engagement of any current or former employee, applicant, contractor, or other service provider of the date hereofCompany or any of its Subsidiaries, there are no Legal Actions, government investigations, or labor grievances pending, or, to the Knowledge of the Company, threatened including any claim relating to any employment related matter involving any Company Employee, Worksite Employee or applicant, including charges of unlawful discrimination, retaliation or harassment, failure to provide reasonable accommodation, denial of a leave of absence, failure to provide compensation or benefits, unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage or hours violations, unpaid wages, misclassification, unpaid commissions, wrongful termination or any other alleged violations of Law, except for any of the foregoing which would not reasonably be expected to haveemployment related matter arising under applicable Laws such as would, individually or in the aggregate, a Company Material Adverse Effect. Neither reasonably be expected to be material to the Company nor any of and its Subsidiaries, taken as a whole. (v) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, each Person providing services to the Company and its Subsidiaries that has been characterized as a consultant or independent contractor and not as an employee has been properly characterized as such and the Company and its Subsidiaries do not have any material liabilityliability or obligations arising out of the hiring or retention of Persons to provide services to the Company and its Subsidiaries and treating such Persons as consultants or independent contractors and not as employees of the Company and its Subsidiaries. All employees of the Company and its Subsidiaries have been correctly classified as exempt or non-exempt for purposes of the Fair Labor Standards Act and any similar state law, whether absolute and overtime has been properly recorded and paid for all such employees classified as non-exempt, except as would not, individually or contingentin the aggregate, including reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. (vi) To the Knowledge of the Company, during the past three (3) years, (A) no allegations of workplace sexual or racial harassment, discrimination or misconduct have been made against any obligations under any Company Benefit Plan, with respect to any misclassification (1) officer or director of a Person performing services for the Company or its Subsidiaries, or (2) any employee of the Company or its Subsidiaries as an independent contractor rather than as who, directly or indirectly, supervises or has managerial authority over other employees or service providers of the Company or its Subsidiaries, and (B) the Company and its Subsidiaries have not entered into any settlement agreement or conducted any investigation related to allegations of workplace sexual or racial harassment, discrimination or misconduct by an employee, contractor, director, officer, or other representative of the Company or its Subsidiaries.

Labor. (a) Neither the Company nor any of its Subsidiaries is is, nor at any time since January 1, 2022 was, a party to, to or subject to, bound by any collective bargaining agreement or other agreement with any a labor union or like organization, works council or trade union with respect to any of its or their operations. No material work stoppage, slowdown or labor strike against the Company or any of its Subsidiaries with respect to Company Employees who are employed within the United States is pending or has occurred in the last two (2) years, and, and to the Knowledge of the Company (i) no material work stoppage, slowdown or labor strike against the Company or any of its Subsidiaries with respect to Company Employees who are employed within the United States is threatened and (ii) no material work stoppage, slowdown or labor strike against the Company or any of its Subsidiaries with respect to Company Employees who are employed outside the United States is pending, threatened or has occurred in the last two (2) years. As of the date hereof, (A) none of the Company Employees or Worksite Employees are represented by a labor organization, works council or trade union and (B) to the Knowledge knowledge of the Company, there is are no organizing activityorganizational campaigns, Legal Action, election petition, union card signing petitions or other union activity activities or union corporate campaigns proceedings of any individual or by group of individuals, including representatives of any labor union, workers’ council or labor organization, trade union seeking recognition of a collective bargaining unit with respect to, or works council directed at otherwise attempting to represent, any of the employees of the Company or any of its Subsidiaries, or any Company Employees or Worksite Employees. As All employees of the date hereof, there Company and its Subsidiaries classified as exempt under the Fair Labor Standards Act are properly classified. All individuals engaged as independent contractors or consultants are properly classified. (b) There are no Legal Actionslabor-related controversies, government investigationsstrikes, slowdowns, walkouts or labor grievances pending, other work stoppages pending or, to the Knowledge knowledge of the Company, threatened (in writing), and neither the Company nor any of its Subsidiaries has experienced any such labor related controversy, strike, slowdown, walkout or other work stoppage since January 1, 2022. (c) Each of the Company and its Subsidiaries is in material compliance with all applicable laws relating to any labor, employment, termination of employment related matter involving any Company Employee, Worksite Employee or applicantsimilar matters, including charges of unlawful but not limited to laws relating to discrimination, retaliation or harassmentdisability, failure to provide reasonable accommodationclassification of workers, denial labor relations, hours of a work, payment of wages and overtime wages, pay equity, immigration, workers’ compensation, working conditions, employee scheduling, occupational safety and health, family and medical leave of absenceand employee terminations, failure to provide compensation or benefits, and has not engaged in any unfair labor practices or similar prohibited practices, misclassification, or other alleged violations of Law, except for any of the foregoing which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act and the regulations promulgated thereunder or any similar state or local law that remains unsatisfied. The Company and its Subsidiaries are in compliance in all material liability, whether absolute or contingent, including any obligations under any Company Benefit Plan, respects with all applicable requirements of the Immigration Reform and Control Act and have in their files properly completed copies of Form I-9 for all employees with respect to whom that form is required. The Company and its Subsidiaries are enrolled in and use E-Verify where required by applicable law. All employees of Company Bank and its Subsidiaries are covered by Company Bank’s bankers’ bond policy and are eligible to be employed by an FDIC-insured bank under the FDIA and applicable FDIC rules and regulations. (d) Except as set forth in Company Disclosure Schedule 3.28(d), in the past three (3) years, to the Company’s knowledge, there has not been any misclassification allegation or threatened allegation of a Person performing services for sexual harassment, sexual misconduct or discrimination against any current or former director, manager, officer or employee of the Company or its Subsidiaries. Except as set forth in Company Disclosure Schedule 3.28(d), in the past three (3) years, neither the Company nor any of its Subsidiaries has entered into any settlement agreement related to allegations or threatened allegations of sexual harassment, sexual misconduct or discrimination by any current or former director, manager, officer, employee, independent contractor, or other service provider of the Company or any of its Subsidiaries as an independent contractor rather than as an employeeSubsidiaries.

Labor. Neither (a) No employees of the Company nor any of its Subsidiaries is party to, Business or subject to, any collective bargaining agreement or other agreement with any labor organization, works council or trade union with respect to any of its or their operations. No material work stoppage, slowdown or labor strike against the Company Radiocoms or any of its Subsidiaries with respect to Company Employees who are employed within the United States is pending represented by any labor organization, and no labor organization or has occurred in the last two (2) years, and, to the Knowledge group of employees of the Company (i) no material work stoppage, slowdown Business or labor strike against the Company Radiocoms or any of its Subsidiaries with respect to Company Employees who are employed within the United States is threatened and (ii) no material work stoppagehas made a demand for recognition, slowdown has filed a petition seeking a representation proceeding or labor strike against the Company given Radiocoms or any of its Subsidiaries or Relevant Affiliates written notice of any intention to be represented by a collective bargaining representative. No collective bargaining agreement is currently being negotiated with respect to Company Employees who are employed outside the United States is pending, threatened or has occurred in the last two (2) years. As any employees of the date hereof, (A) none of the Company Employees Business or Worksite Employees are represented by a labor organization, works council or trade union and (B) to the Knowledge of the Company, there is no organizing activity, Legal Action, election petition, union card signing or other union activity or union corporate campaigns of or by any labor organization, trade union or works council directed at the Company Radiocoms or any of its Subsidiaries. (b) (i) The Business and Radiocoms and each of its Subsidiaries is in material compliance with all applicable Laws respecting employment and employment practices, terms and conditions of employment and wages and hours, and with each collective bargaining agreement applicable to it, and is not engaged in any unfair labor practice; (ii) to the knowledge of Seller, there is no unfair labor practice charge, complaint or similar claim relating to the Business against Radiocoms or any Company Employees of its Subsidiaries or Worksite Employees. As Relevant Affiliates pending or threatened before any Governmental Body charged with the regulation or oversight of the date hereoflabor relations or similar matters; (iii) there is no labor strike, there are no Legal Actions, government investigations, work slowdown or stoppage or other significant labor grievances pending, dispute or disturbance pending or, to the Knowledge knowledge of Seller, threatened against or affecting the Business or Radiocoms or any of its Subsidiaries; (iv) to the knowledge of Seller, there is no representation claim or petition pending before any Governmental Body charged with the regulation or oversight of labor relations or similar matters, and no question concerning representation exists with respect to the respective employees of the Company, threatened relating to any employment related matter involving any Company Employee, Worksite Employee Business or applicant, including charges of unlawful discrimination, retaliation Radiocoms or harassment, failure to provide reasonable accommodation, denial of a leave of absence, failure to provide compensation or benefits, unfair labor practices, misclassification, or other alleged violations of Law, except for any of the foregoing its Subsidiaries; (v) no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending, and no claim therefor exists, which would not in any case could reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. Neither Effect on the Company Business or Radiocoms and its Subsidiaries, taken as a whole; and (vi) neither the Business nor Radiocoms or any of its Subsidiaries has experienced any material liability, whether absolute work stoppage or contingent, including any obligations under any Company Benefit Plan, with respect to any misclassification of a Person performing services for other significant labor difficulty during the Company past three years. (c) There are no agreements or supplemental agreements currently in effect between Radiocoms or any of its Subsidiaries as an independent contractor rather than as an employeeor Affiliates and any collective bargaining representative representing a group of employees employed by the Business or Radiocoms or any of its Subsidiaries. (d) Section 4.17(d) of the Radiocoms Disclosure Letter sets forth the names of all present salaried employees of the Business or of Radiocoms and its Subsidiaries and their current annual salaries and other compensation.

Labor. Neither (a) None of the Company nor any of Company, its Subsidiaries is party toSubsidiaries, or subject towith respect to any employees of Seller providing employee-type services to the Business, Seller (i) is a party to any collective bargaining agreement or other agreement with labor union contract and, to Seller’s Knowledge, there are no organizational campaigns, petitions or other unionization activities focusing on persons who provide services to the Company, its Subsidiaries or the Business which seeks recognition of a collective bargaining unit and (ii) is, nor in the past three (3) years has been, subject to any labor organizationstrikes, works council material slowdowns or trade union material work stoppages pending or threatened in writing between the Company, its Subsidiaries or Seller (as applicable) and any group of the foregoing employees. The Company, its Subsidiaries and, with respect to employees of Seller that provide employee-type services to the Business, Seller are, and have been in compliance with all applicable Laws regarding employment, labor and wage and hour matters, including discrimination, retaliation, equal employment opportunity, sexual and other harassment, civil rights, immigration, safety and health, paid time off/sick pay, leaves, business expenses, workers’ compensation, classification of employees and independent contractors, classification of exempt and non-exempt status for overtime eligibility purposes, plant closing and layoff or other notices including under the Worker Adjustment and Retraining Notification Act and any and all comparable state, local and other legal requirements, and the collection and payment of withholding Taxes, social security Taxes and similar Taxes. The Company, its Subsidiaries and, with respect to employees of Seller that provide employee-type services to the Business, Seller are not, and have not been in violation of any contract with or their operations. No material work stoppagespecific promise made to employees or individuals providing employment-type services. (b) To Seller’s Knowledge, slowdown or labor strike against no employee of the Company or any of its Subsidiaries with respect is in violation of any term of any employment contract, noncompetition agreement, or any restrictive covenant to Company Employees who are employed within the United States is pending or has occurred in the last two (2) years, and, a former employer relating to the Knowledge right of the Company (i) no material work stoppage, slowdown or labor strike against such employee to be employed by the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by Company or any of its Subsidiaries or to the use of trade secrets or proprietary information of others. Each employee of the Company and its Subsidiaries is authorized to work in the United States. Seller has current I-9 Forms for all employees of the Company and its Subsidiaries who work in the United States and for those who worked in the United States in the past three (3) years, and has complied with required processes with respect to Company Employees who are employed within obtaining such I-9 Forms. To Seller’s Knowledge, no employee or independent contractor, or actions taken by such employee or independent contractor, has been the United States is threatened and (ii) target of any investigation by any Governmental Authority. To Seller’s Knowledge, no material work stoppage, slowdown employee or labor strike against independent contractor of the Company or any of its Subsidiaries has received any request by a Governmental Authority to review any Business-related records, files or other documents maintained by such employee or independent contractor. Seller has not received any request by a Governmental Authority within the last five (5) years to review employment-related records maintained by the Company and/or its Subsidiaries regarding any of the employees of the Company and/or its Subsidiaries or records related to the relationship of the Company or its Subsidiaries with respect to Company Employees who are employed outside the United States is pendingan independent contractor. (c) To Seller’s Knowledge, threatened or has occurred in the last two five (25) years. As , no allegations of the date hereof, (A) none of the Company Employees or Worksite Employees are represented by a labor organization, works council or trade union and (B) to the Knowledge of the Company, there is no organizing activity, Legal Action, election petition, union card signing sexual or other union activity harassment or union corporate campaigns discrimination have been made against any employee or officer of or by any labor organization, trade union or works council directed at the Company or any of its Subsidiaries. In the last five years, or any Company Employees or Worksite Employees. As of neither the date hereof, there are no Legal Actions, government investigations, or labor grievances pending, or, to the Knowledge of the Company, threatened relating to any employment related matter involving any Company Employee, Worksite Employee or applicant, including charges of unlawful discrimination, retaliation or harassment, failure to provide reasonable accommodation, denial of a leave of absence, failure to provide compensation or benefits, unfair labor practices, misclassification, or other alleged violations of Law, except for any of the foregoing which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither Seller nor the Company nor any of its Subsidiaries has entered into any material liabilitysettlement agreements related to allegations of sexual or other harassment, whether absolute discrimination or contingent, including any obligations under any Company Benefit Plan, with respect to any misclassification other misconduct by an employee or officer of a Person performing services for the Company or any of its Subsidiaries as an independent contractor rather than as an Subsidiaries. (d) There are no pending or, to Seller’s Knowledge, threatened litigation, arbitration, or administrative proceedings alleging a violation or claimed violation by the Company, its Subsidiaries, or with respect to any employees of Seller providing employee-type services to the Business, Seller, related to any health, safety, wage and hour, equal employment opportunity, anti-discrimination, labor or other law, ordinance, rule regulation, or order governing the terms and conditions of employment.

Labor. Neither the Company nor any of its Subsidiaries is party to(a) No labor strike, lockout, slowdown, picketing or subject to, any collective bargaining agreement or other agreement with any labor organization, works council or trade union with respect to any of its or their operations. No material work stoppage, slowdown or labor strike stoppage against the Company or any of its Subsidiaries with respect to Company Employees who are employed within the United States Seller is pending or has occurred in the last two (2) years, and, to the Knowledge of the Company (i) no material work stoppage, slowdown or labor strike against the Company or any of its Subsidiaries with respect to Company Employees who are employed within the United States is threatened and (ii) no material work stoppage, slowdown or labor strike against the Company or any of its Subsidiaries with respect to Company Employees who are employed outside the United States is pending, threatened or has occurred in the last two (2) years. As of the date hereof, (A) none of the Company Employees or Worksite Employees are represented by a labor organization, works council or trade union and (B) to the Knowledge of the Company, there is no organizing activity, Legal Action, election petition, union card signing or other union activity or union corporate campaigns of or by any labor organization, trade union or works council directed at the Company or any of its Subsidiaries, or any Company Employees or Worksite Employees. As of the date hereof, there are no Legal Actions, government investigations, or labor grievances pending, or, to the Knowledge of the CompanySeller, threatened relating threatened, and Seller is not subject to any employment related matter pending labor dispute or Action. Seller is not bound by any agreement with any labor organization (covered by the National Labor Relations Act), there are no labor unions or other organizations representing any Employee of Seller. To the Knowledge of Seller, no union organizing activities involving any Company Employeesuch labor organization, Worksite Employee employee, group of employee or applicantcollective bargaining agent is pending or threatened. No petition has been filed nor have any proceedings been instituted by a union, including charges works council, collective bargaining agent, employee, or group of unlawful discrimination, retaliation or harassment, failure to provide reasonable accommodation, denial employees with any Governmental Entity seeking recognition of a leave of absence, failure to provide compensation or benefits, unfair labor practices, misclassification, or other alleged violations of Law, except for any of the foregoing which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has any material liability, whether absolute or contingent, including any obligations under any Company Benefit Plan, collective bargaining agent with respect to any misclassification Employees of a Person performing services for Seller, and no voluntary recognition has been given by Seller. (b) With respect to the Company Employees of Seller, Seller is in material compliance with all applicable Laws respecting employment and employment practices, including all Laws respecting terms and conditions of employment, health and safety, wages and hours, child labor, immigration, employment discrimination, disability rights or benefits, equal opportunity, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues, employee classification, and unemployment insurance. (c) The information contained in Section 3.14(c) of the Seller Disclosure Letter in respect of the Employees of Seller is accurate in all material respects as of the date hereof, and sets forth with respect to each Employee of Seller: (i) name, (ii) service date, (iii) position, (iv) annual base salary and annual target incentive, or pay rate, (v) work location, (vi) visa type, if any, (vii) vacation accrual rate, (viii) status as full-time or part-time and (ix) status as an Inactive Employee and the expected date of return to work, if known. Prior to the date hereof, Seller has not represented to any Employee of Seller that such Employee’s salary, benefits or other compensation would be increased to the extent such Employee accepts an offer of employment by Buyer pursuant to Section 5.1(a). (d) To the Knowledge of Seller, Seller has not received written notice that any Employee is in violation of any material term of any confidentiality agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, or restrictive covenant, or any similar employment arrangement relating (i) to the right of any such Employee to be employed by Seller or (ii) to the knowledge or use of Trade Secrets with respect to any such Employee’s employment with Seller. (e) Except as set forth in Section 3.14(e) of the Seller Disclosure Letter, no employee of CTI or any of its Subsidiaries Affiliates (other than Seller) provides services to the Business as an independent contractor rather than as an employeepresently conducted.

Labor. Neither (a) With respect to the Company nor Employees, Seller Parent and Seller are not party to or bound by any of its Subsidiaries is party tolabor contract, or subject to, any collective bargaining agreement agreement, contract letter of understanding or any other agreement agreement, formal or informal, with any labor union or organization, works council nor, to the Knowledge of Seller, are any Employees represented by any labor union or trade organization. Seller Parent and Seller have not received written notice that a union claims to represent any Employees, nor has any union made such a written claim to Seller Parent or Seller during the last three years. (b) Except as set forth on Schedule 5.10, there are no (i) labor disputes, strikes, work stoppages, work slowdowns or lockouts pending or, to the Knowledge of Seller, threatened against or involving Seller Parent and Seller with respect to the Employees or (ii) unfair labor practice charges, grievances or complaints pending or, to the Knowledge of Seller, threatened by or on behalf of any Employees or group of its Employees. (c) With respect to the Employees, Seller Parent and Seller are in compliance with all laws, regulations and orders relating to the employment of labor, including all such laws, regulations and orders relating to wages, hours, the Worker Adjustment and Retraining Notification Act and any similar state or their operationslocal "mass layoff" or "plant closing" law ("WARN"), collective bargaining, discrimination, civil rights, safety and health, and workers' compensation, except in each case where the failure to be in compliance would not have a Material Adverse Effect. No material work stoppage, slowdown Seller Parent and Seller have not received written notice from any Governmental Body responsible for the enforcement of labor or labor strike against the Company or any of its Subsidiaries employment laws to conduct an investigation with respect to Company or relating to Seller Parent and Seller with respect to the Employees who are employed within the United States is pending or has occurred in the last two (2) years, and, to the Knowledge of the Company (i) Seller, no material work stoppage, slowdown such investigation is in process or labor strike against the Company or any of its Subsidiaries with respect to Company Employees who are employed within the United States is threatened and (ii) no material work stoppage, slowdown or labor strike against the Company or any of its Subsidiaries with respect to Company Employees who are employed outside the United States is pending, threatened or has occurred in the last two (2) yearsthreatened. As of the date hereof, (A) none of the Company Employees or Worksite Employees are represented by a labor organization, works council or trade union and (B) to the Knowledge of the Company, there is no organizing activity, Legal Action, election petition, union card signing or other union activity or union corporate campaigns of or by any labor organization, trade union or works council directed at the Company or any of its Subsidiaries, or any Company Employees or Worksite Employees. As of the date hereof, there There are no Legal Actions, government investigations, or labor grievances pending, other pending or, to the Knowledge of the CompanySeller, threatened relating to any labor grievances, arbitrations, discriminations or other employment related matter involving any Company Employeeproceedings, Worksite Employee investigations, claims or applicant, including charges of unlawful discrimination, retaliation or harassment, failure to provide reasonable accommodation, denial of a leave of absence, failure to provide compensation or benefits, unfair labor practices, misclassification, or other alleged violations of Law, except for any of the foregoing which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has any material liability, whether absolute or contingent, including any obligations under any Company Benefit Plan, actions against Seller Parent and Seller with respect to any misclassification of a Person performing services for the Company or any of its Subsidiaries as an independent contractor rather than as an employeeEmployees.

Labor. Neither the Company nor any of its Subsidiaries is party toEach Seller and Purchased Entity is, or subject to, any collective bargaining agreement or other agreement with any labor organization, works council or trade union with respect to any the Business Employees, in material compliance with all Laws respecting employment and employment practices, terms and conditions of its employment, workers compensation, occupational safety and health requirements, plant closings, wages and hours, withholding of Taxes, worker classification, employment discrimination, disability rights or their operationsbenefits, equal opportunity, 26 affirmative action, labor relations, immigration, employee leave issues and unemployment insurance and related matters (collectively, the “Employment Laws”). No material work stoppage, slowdown or labor strike against None of the Company or any of its Subsidiaries with respect to Company Employees who are employed within the United States is pending or has occurred in the last two Sellers (2) years, and, primarily related to the Knowledge of Business) or the Company Purchased Entities (i) no is liable for the payment of any material work stoppageTaxes, slowdown fines, penalties or labor strike against the Company or other amount, however designated, for failure to comply with any of its Subsidiaries with respect to Company Employees who are employed within the United States is threatened and Employment Laws, (ii) no material work stoppage, slowdown or labor strike against the Company or any of its Subsidiaries with respect to Company Employees who are employed outside the United States is pending, threatened or has occurred in the last two (2) years. As of the date hereof, (A) none of the Company Employees or Worksite Employees are represented by a labor organization, works council or trade union and (B) to the Knowledge of the Company, there is no organizing activity, Legal Action, election petition, union card signing or other union activity or union corporate campaigns of or by any labor organization, trade union or works council directed at the Company or any of its Subsidiaries, or any Company Employees or Worksite Employees. As of the date hereof, there are no Legal Actions, government investigations, or labor grievances pending, or, to the Knowledge of the Company, threatened relating to any employment related matter involving any Company Employee, Worksite Employee or applicant, including charges of unlawful discrimination, retaliation or harassment, failure to provide reasonable accommodation, denial of a leave of absence, failure to provide compensation or benefits, unfair labor practices, misclassification, or other alleged violations of Law, except for any of the foregoing which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has any direct or indirect material liabilityLiability, whether absolute actual or contingent, including any obligations under any Company Benefit Plan, with respect to any misclassification of a Person performing services for the Company or any of its Subsidiaries person as an independent contractor rather than as an employee, with respect to any misclassification of any employee as exempt versus non-exempt or with respect to any employee leased from another employer, or (iii) is party to any collective bargaining agreement. Within the twelve (12) months prior to the date hereof, no Seller or Purchased Entity has implemented any plant closing or layoff of individuals employed by the Business in material violation of the United States Worker Adjustment and Retraining Notification Act, and the regulations promulgated thereunder, or any similar applicable non-United States, state or local law (collectively, the “WARN Act”). No Seller or Purchased Entity has incurred any material Liability under the WARN Act that remains unsatisfied as of the Closing Date. The Sellers have delivered to Buyer a true and complete list of layoffs, by location, implemented by Seller in the ninety (90)-day period preceding the Closing Date at any Seller location employing any individuals employed by the Business. To the Knowledge of the Sellers, no employee or former employee has transferred to a U.K. Company under the U.K. Transfer of Undertakings (Protection of Employment) Regulations 2006 who at any time prior to the transfer was a member of a defined benefit occupational pension plan.

Labor. Neither the The Company nor is not a party to any of its Subsidiaries is party to, labor or subject to, any collective bargaining agreement and there are no labor or other agreement with collective bargaining agreements which pertain to its employees and none of its employees are represented by any labor organization, works council or trade union with respect to any of its or their operations. No material work stoppagelabor organization or group of employees has made a pending demand for recognition, slowdown and there are no representation proceedings or petitions seeking a representation proceeding presently pending or, to the knowledge of Seller, threatened to be brought or filed, with the National Labor Relations {N4542682.1} 16 Board or other labor strike against relations tribunal. There is no organizing activity involving the Company pending or, to the knowledge of Seller, threatened by any labor organization or group of the Company’s employees. The Company is not a member of in any employers’ association or organization. No employers’ association or organization has made any demand for payment of its Subsidiaries with respect any kind from the Company. There have been no (i) strikes, work stoppages, slowdowns, lockouts or arbitrations or (ii) material grievances or other labor disputes pending or, to the knowledge of Seller, threatened against or involving the Company. There have been no unfair labor practice charges, grievances or complaints pending or, to the knowledge of Seller, threatened by or on behalf of any the Company’s employees. The Company Employees who are employed within has not received notice of the United States is pending intent of any Governmental Body responsible for the enforcement of labor or has occurred in employment Laws to conduct an investigation of the last two (2) years, Company and, to the Knowledge knowledge of Seller, no such investigation is in progress. The Company has been in compliance in all material respects with all applicable Laws relating to employment, including (i) those relating to employment, termination of employment, terms and conditions of employment, minimum wages, overtime and overtime payment, payslips, and working during rest days; (ii) all such Laws relating to wages, hours, the WARN Act and any similar state or local “mass layoff” or “plant closing” Law, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation and the collection and payment of withholding and/or social security taxes and any similar tax except for immaterial non-compliance. There has been no “mass layoff” or “plant closing” (as defined by the WARN Act) with respect to the Company within the six (6) months prior to Closing. Seller has separately delivered to Purchaser a schedule that sets forth the name, current annual salary (or rate of pay) and prior year monetary bonus paid to each employee and contractor (including each of the key employees, contractors, and essential management personnel of the Company (ireferred to in Section 7.3) no material work stoppage, slowdown or labor strike against the Company or any of its Subsidiaries with respect to Company Employees who are employed within the United States is threatened and (ii) no material work stoppage, slowdown or labor strike against the Company or any of its Subsidiaries with respect to Company Employees who are employed outside the United States is pending, threatened or has occurred in the last two (2) years. As of the date hereof, (A) none of the Company Employees or Worksite Employees are represented by a labor organization, works council or trade union and (B) to the Knowledge of the Company, there is no organizing activity, Legal Action, election petition, union card signing or other union activity or union corporate campaigns of or by any labor organization, trade union or works council directed at the Company or any of its Subsidiaries, or any Company Employees or Worksite Employees. As of the date hereof, there are no Legal Actions, government investigations, or labor grievances pending, or, to the Knowledge of the Company, threatened relating to any employment related matter involving any Company Employee, Worksite Employee or applicant, including charges of unlawful discrimination, retaliation or harassment, failure to provide reasonable accommodation, denial of a leave of absence, failure to provide compensation or benefits, unfair labor practices, misclassification, or other alleged violations of Law, except for any of the foregoing which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has any material liability, whether absolute or contingent, including any obligations under any Company Benefit Plan, with respect to any misclassification of a Person performing services for the Company or any of its Subsidiaries as an independent contractor rather than as an employee.

Labor. (a) Neither the Company nor any of its the Subsidiaries is a party to, to or subject to, otherwise bound by any labor or collective bargaining agreement and there are no labor or other agreement with any labor organization, works council or trade union with respect collective bargaining agreements which pertain to any employees of its or their operations. No material work stoppage, slowdown or labor strike against the Company or any of its Subsidiaries with respect to Company Employees who are employed within the United States is pending Subsidiaries. (b) No labor organization or has occurred in the last two (2) years, and, to the Knowledge group of the Company (i) no material work stoppage, slowdown or labor strike against employees of the Company or any of its the Subsidiaries with respect to Company Employees who are employed within the United States is threatened has made a pending demand for recognition, and (ii) there has been no material work stoppage, slowdown representation or labor strike against the Company certification proceedings or any of its Subsidiaries with respect to Company Employees who are employed outside the United States is pending, threatened or has occurred in the last two (2) years. As of the date hereof, (A) none of the Company Employees or Worksite Employees are represented by petitions seeking a labor organization, works council or trade union and (B) to the Knowledge of the Company, there is no organizing activity, Legal Action, election petition, union card signing or other union activity or union corporate campaigns of or by any labor organization, trade union or works council directed at the Company or any of its Subsidiaries, or any Company Employees or Worksite Employees. As of the date hereof, there are no Legal Actions, government investigations, or labor grievances pending, representation proceeding pending or, to the Knowledge of the Company, threatened relating to any employment related matter involving any Company Employeebe brought or filed, Worksite Employee or applicant, including charges of unlawful discrimination, retaliation or harassment, failure to provide reasonable accommodation, denial of a leave of absence, failure to provide compensation or benefits, unfair labor practices, misclassification, with the National Labor Relations Board or other alleged violations of Law, except for any of the foregoing which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectlabor relations tribunal. Neither the Company nor any of its Subsidiaries has any material liability, whether absolute or contingent, including any obligations under any Company Benefit Plan, with respect to any misclassification of a Person performing services for There is no organizing activity involving the Company or any of its the Subsidiaries pending or, to the Knowledge of the Company, threatened by any labor organization or group of employees of the Company or any of the Subsidiaries. (c) There have been no (i) strikes, work stoppages, slowdowns, picketing, walkouts, lockouts, other job actions, arbitrations, grievances, unfair labor practice changes or complaints or other labor disputes pending or, to the Knowledge of the Company, threatened against or involving the Company or any of the Subsidiaries and, to the Knowledge of the Company, there are no acts or circumstances which would likely form the basis for any of the foregoing. (d) Except as an independent contractor rather than set forth on Schedule 5.16, there are no material complaints, charges or claims against the Company or any of the Subsidiaries pending or, to Knowledge of the Company, threatened that are reasonably likely to be brought or filed, with any Governmental Body based on, arising out of, in connection with or otherwise relating to the employment or services, termination of employment of services, or failure to employ or retain any individual. Each of the Company and the Subsidiaries is in compliance in all material respects with all applicable Laws relating to the employment of labor, including all such Laws relating to wages, hours, WARN and any similar state or local “mass layoff” or “plant closing” Law, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation and the collection and payment of withholding and/or social security taxes and any similar tax. There has been no “mass layoff” or “plant closing” (as an employeedefined by WARN) with respect to the Company or any of the Subsidiaries within the six (6) months prior to Closing.

Labor. Neither the Company nor (a) No Seller is a party to any of its Subsidiaries is party to, labor or subject to, any collective bargaining agreement and there are no labor or other agreement with collective bargaining agreements which pertain to employees of any labor organization, works council or trade union with respect to Seller. (b) No employees of any of its or their operations. No material work stoppage, slowdown or labor strike against the Company or any of its Subsidiaries with respect to Company Employees who are employed within the United States is pending or has occurred in the last two (2) years, and, to the Knowledge of the Company (i) no material work stoppage, slowdown or labor strike against the Company or any of its Subsidiaries with respect to Company Employees who are employed within the United States is threatened and (ii) no material work stoppage, slowdown or labor strike against the Company or any of its Subsidiaries with respect to Company Employees who are employed outside the United States is pending, threatened or has occurred in the last two (2) years. As of the date hereof, (A) none of the Company Employees or Worksite Employees Seller are represented by a labor organization, works council or trade union and (B) to the Knowledge of the Company, there is no organizing activity, Legal Action, election petition, union card signing or other union activity or union corporate campaigns of or by any labor organization. No labor organization or group of employees of any Seller has made a pending demand for recognition, trade union or works council directed at the Company or any of its Subsidiaries, or any Company Employees or Worksite Employees. As of the date hereof, and there are no Legal Actionsrepresentation proceedings or petitions seeking a representation proceeding presently pending or, government investigationsto the knowledge of any Seller, threatened to be brought or filed, with the National Labor Relations Board or other labor grievances pending, relations tribunal. There is no organizing activity involving any Seller pending or, to the Knowledge of the Companyany Seller, threatened by any labor organization or group of employees of any Seller. (c) There are no (i) strikes, work stoppages, slowdowns, lockouts or arbitrations or (ii) material grievances or other labor disputes pending or, to the knowledge of any Seller, threatened against or involving any Seller. There are no unfair labor practice charges, grievances or complaints pending or, to the Knowledge of any Seller, threatened by or on behalf of any employee or group of employees of any Seller. (d) There are no complaints, charges or claims against any Seller pending or, to the knowledge of any Seller, threatened which could be brought or filed, with any Governmental Body based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment by any Seller, of any individual. (e) Each Seller is in compliance in all material respects with all Laws and Orders applicable to it relating to the employment related matter involving any Company Employee, Worksite Employee or applicantof labor, including charges of unlawful all such Laws and orders relating to wages, hours, the Worker Adjustment and Retraining Notification Act and any similar state, local or foreign "plant closing" Law ("WARN"), collective bargaining, discrimination, retaliation civil rights, safety and health, worker’s compensation and the collection and payment of withholding and/or social security taxes and any similar tax. (f) There has been no "mass layoff" or harassment, failure to provide reasonable accommodation, denial of a leave of absence, failure to provide compensation or benefits, unfair labor practices, misclassification, or other alleged violations of Law, except for any of the foregoing which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has any material liability, whether absolute or contingent, including any obligations under any Company Benefit Plan, "plant closing" as defined by WARN with respect to any misclassification of a Person performing services for the Company within the six (6) months prior to Closing. (g) To the Knowledge of each Seller, no executive, key employee, or group of employees currently has any plans to terminate employment with the Company independently of its Subsidiaries or as an independent contractor rather than a result of this Agreement. (h) There are no material differences between the bonus formulas set forth on the schedules to the Employment Agreements that contain such schedules and the methodology used by the Company to determine bonuses or commissions paid to the applicable employees as an employeeof the date hereof.

Labor. Neither the Company nor any of its Subsidiaries is party to(a) Except as set forth on Schedule 5.12(a), there are no labor or subject to, any collective bargaining agreement or other agreement with any labor organization, works council or trade union with respect agreements which pertain to any Employees of its or their operations. No material work stoppage, slowdown or labor strike against the Company Seller or any of its Subsidiaries with respect the Selling Subsidiaries. Seller has delivered or otherwise made available to Company Employees who are employed within the United States is pending or has occurred in the last two (2) yearsPurchaser true, and, to the Knowledge correct and complete copies of the Company labor or collective bargaining agreements listed on Schedule 5.12(a), together with all amendments, modifications or supplements thereto. (ib) Except as set forth on Schedule 5.12(b), no material work stoppage, slowdown or labor strike against the Company or any of its Subsidiaries with respect to Company Employees who are employed within the United States is threatened and (ii) no material work stoppage, slowdown or labor strike against the Company or any of its Subsidiaries with respect to Company Employees who are employed outside the United States is pending, threatened or has occurred in the last two (2) years. As of the date hereof, (A) none of the Company Employees or Worksite Employees are represented by a labor organization, works council or trade union and (B) to the Knowledge of the Company, there is no organizing activity, Legal Action, election petition, union card signing or other union activity or union corporate campaigns of or by any labor organization, trade union . No labor organization or works council directed at the Company group of Employees of Seller or any of its Subsidiariesthe Selling Subsidiaries has made a pending demand for recognition, or any Company Employees or Worksite Employees. As of the date hereof, and there are no Legal Actions, government investigations, representation proceedings or labor grievances pending, petitions seeking a representation proceeding presently pending or, to the Knowledge of the CompanySeller, threatened relating to any employment related matter involving any Company Employeebe brought or filed, Worksite Employee or applicant, including charges of unlawful discrimination, retaliation or harassment, failure to provide reasonable accommodation, denial of a leave of absence, failure to provide compensation or benefits, unfair labor practices, misclassification, with the National Labor Relations Board or other alleged violations of Law, except for labor relations tribunal or other Governmental Body. There is no organizing activity involving Seller or any of the foregoing which would not reasonably Selling Subsidiaries pending or, to the Knowledge of Seller, threatened by any labor organization or group of Employees. (c) There are no (i) strikes, work stoppages, slowdowns, lockouts or arbitrations or (ii) material grievances or other labor disputes pending or, to the Knowledge of Seller, threatened against or involving Seller or any of the Selling Subsidiaries involving any Employee. There are no unfair labor practice charges, grievances or complaints pending or, to the Knowledge of Seller, threatened by or on behalf of any Employee or former employee. (d) There are no complaints, charges or claims against Seller or any of the Selling Subsidiaries pending or, to Knowledge of Seller, threatened that could be expected brought or filed, with any Governmental Body or based on, arising out of, in connection with or otherwise relating to havethe employment or termination of employment or failure to employ by Seller or any of the Selling Subsidiaries, individually or of any individual in the aggregate, a Company Material Adverse EffectBusiness. Neither Each of Seller and the Company nor any Selling Subsidiaries is in compliance with all Laws relating to the employment of its Subsidiaries has any material liability, whether absolute or contingentlabor, including all such Laws relating to wages, hours, WARN and any obligations under similar state or local “mass layoff” or “plant closing” Law, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation and the collection and payment of withholding and/or social security taxes and any Company Benefit Plan, similar Tax except for immaterial non-compliance. There has been no “mass layoff” or “plant closing” (as defined by WARN) with respect to any misclassification of a Person performing services for Seller and each Selling Subsidiary within the Company or any of its Subsidiaries as an independent contractor rather than as an employeesix months prior to Closing.

Labor. Neither the Company nor (a) No Seller is a party to any of its Subsidiaries is party tolabor, collective bargaining, or subject tosimilar agreement, any collective bargaining agreement or other agreement with any labor organization, works council or trade union with respect to any of its or their operations. No material work stoppage, slowdown or labor strike against the Company or any of its Subsidiaries with respect to Company Employees who are employed within the United States is pending or has occurred in the last two (2) years, andand currently, to the Knowledge of the Company Sellers, there are no organizational campaigns, petitions, or other unionization activities seeking recognition of a collective bargaining unit that could affect any Seller. (ib) no material work stoppage, slowdown or labor strike against the Company or any of its Subsidiaries with respect to Company Employees who are employed within the United States is threatened and (ii) no material work stoppage, slowdown or labor strike against the Company or any of its Subsidiaries with respect to Company Employees who are employed outside the United States is pending, threatened or has occurred in the last two (2) years. As of the date hereof, (A) none of the Company Employees or Worksite No Employees are represented by a labor organization, works council or trade union and (B) to the Knowledge of the Company, there is no organizing activity, Legal Action, election petition, union card signing or other union activity or union corporate campaigns of or by any labor organization. No labor organization or group of Employees has made a pending demand for recognition, trade union or works council directed at the Company or any of its Subsidiaries, or any Company Employees or Worksite Employees. As of the date hereof, and there are no Legal Actions, government investigations, representation proceedings or labor grievances pending, petitions seeking a representation proceeding presently pending or, to the Knowledge of the CompanySellers, threatened to be brought or filed with the National Labor Relations Board or other labor relations tribunal. There is no organizing activity involving any Seller pending or, to the Knowledge of Sellers, threatened by any labor organization or group of Employees. (c) There are no (i) strikes, work stoppages, slowdowns, lockouts, or arbitrations or (ii) material grievances or other labor disputes pending or, to the Knowledge of Sellers, threatened against or involving any Seller. There are no unfair labor practice charges, grievances, or complaints pending or, to the Knowledge of Sellers, threatened by or on behalf of any Employee or group of Employees. (d) There are no complaints, charges, or claims against any Seller pending or, to Knowledge of Sellers, threatened that could be brought or filed with any Governmental Body based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of or failure to employ any individual. (e) Each Seller is, and since the inception of each Seller (or any predecessor entity, if applicable), has been in material compliance with all then applicable Laws, regulations and common law respecting employment, including termination of employment, WARN and any similar state or local “mass layoff” or “plant closing” Law, hiring, discrimination, civil rights, terms and conditions of employment, wages, hours, and safety and health, workers’ compensation, common law employee status and the collection and payment of withholding and social security taxes and any similar tax, collective bargaining, and employment related matter involving practices, and has not engaged in any Company Employeeunfair labor practice. There has been no “mass layoff” or “plant closing” (as defined by WARN) with respect to any Seller within the six months before Closing. Since the inception of each Seller (or any predecessor entity, Worksite if applicable), each Seller has withheld all amounts required by applicable Law or by agreement to be withheld from the wages, salaries, and other payments to its Employees, including any common law employees, and is not liable for any arrears of wages (including commissions, bonuses, or other compensation), or any taxes or any penalty for failure to comply with any of the foregoing (or, if any arrears, penalty, or interest were assessed against such Seller regarding the foregoing, it has been fully satisfied). No Seller is liable for any payment to any trust or other fund or to any Governmental Body with respect to unemployment compensation benefits, workers’ compensation benefits, social security, social benefits, or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). There are no pending claims against any Seller under any workers’ compensation plan or policy or for long-term disability. There are no controversies pending or, to the Knowledge of Sellers, threatened between any Seller and any of its Employees or Former Employees, which controversies have or could reasonably be expected to result in an action, suit, proceeding, claim, arbitration, or investigation before any Governmental Body, including claims for compensation, severance benefits, vacation time, vacation pay, or pension benefits, or any other claim pending in any court or administrative agency from any current Employee or applicantFormer Employee or any other person arising out of any Seller’s status as employer or purported employer, including charges or as an entity which engages independent contractors or consultants, or any workplace practices or policies whether in the form of unlawful claims for discrimination, retaliation or harassment, failure to provide reasonable accommodation, denial of a leave of absence, failure to provide compensation or benefits, unfair labor practices, misclassificationgrievances, wage and hour violations, wrongful discharge, or other alleged violations otherwise. To the Knowledge of LawSellers, except for no Employees or Former Employees are, or have in the past been in, violation of any term of any employment contract, noncompetition agreement, or any restrictive covenant to a former employer relating to the right of any such Employee or Former Employee to be employed by any Seller because of the foregoing which would not reasonably be expected nature of the Business or work performed by the Employee or Former Employee or to have, individually the use of trade secrets or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any proprietary information of its Subsidiaries has any material liability, whether absolute or contingent, including any obligations under any Company Benefit Plan, with respect to any misclassification of a Person performing services for the Company or any of its Subsidiaries as an independent contractor rather than as an employeeothers.

Labor. Neither (a) Except as set forth on Schedule 5.14(a), (i) none of the Company nor Group Companies is a party to any of its Subsidiaries is party to, labor or subject to, any collective bargaining agreement agreement, (ii) there are no labor or other agreement with any labor organization, works council or trade union with respect collective bargaining agreements which pertain to any employees of its or their operations. No material work stoppage, slowdown or labor strike against the Company or any of its Subsidiaries with respect to Company Employees who are employed within the United States is pending or has occurred in the last two Subsidiaries, and (2) years, and, to the Knowledge of the Company (iiii) no material work stoppage, slowdown or labor strike against the Company or any of its Subsidiaries with respect to Company Employees who are employed within the United States is threatened and (ii) no material work stoppage, slowdown or labor strike against the Company or any of its Subsidiaries with respect to Company Employees who are employed outside the United States is pending, threatened or has occurred in the last two (2) years. As of the date hereof, (A) none of the Company Employees or Worksite Employees employees are represented by a labor organization, works council or trade union and (B) to the Knowledge of the Company, there is no organizing activity, Legal Action, election petition, union card signing or other union activity or union corporate campaigns of or by any labor organization, trade union . No labor organization or works council directed at group of employees of the Company or any of its Subsidiariesthe Subsidiaries has made a pending demand for recognition, or any Company Employees or Worksite Employees. As of the date hereof, and there are no Legal Actions, government investigations, representation proceedings or labor grievances pending, petitions seeking a representation proceeding currently pending or, to the Knowledge of the CompanySeller, threatened relating to any employment related matter involving any Company Employeebe brought or filed, Worksite Employee or applicant, including charges of unlawful discrimination, retaliation or harassment, failure to provide reasonable accommodation, denial of a leave of absence, failure to provide compensation or benefits, unfair labor practices, misclassification, with the National Labor Relations Board or other alleged violations of Law, except for any of the foregoing which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectlabor relations tribunal. Neither the Company nor any of its Subsidiaries has any material liability, whether absolute or contingent, including any obligations under any Company Benefit Plan, with respect to any misclassification of a Person performing services for There is no organizing activity involving the Company or any of its Subsidiaries as an independent contractor rather than as an the other Group Companies pending or, to the Knowledge of Seller, threatened by any labor organization or group of employees. (b) There are no (i) strikes, work stoppages, slowdowns, lockouts or arbitrations or (ii) material grievances or other labor disputes pending or, to the Knowledge of Seller, threatened against or involving the Company or any of the other Group Companies involving any employee. There are no unfair labor practice charges, grievances or complaints pending or, to the Knowledge of Seller, threatened by or on behalf of any employee or former employee. (c) Except as set forth on Schedule 5.14(c), there are no complaints, charges or claims against the Company or the other Group Companies pending or, to Knowledge of Seller, threatened that could be brought or filed, with any Governmental Body or based on, arising out of, in connection with or otherwise relating to the employment or termination of employment or failure to employ by the Company or any of the other Group Companies, of any individual. Each of the Company and the other Group Companies is in compliance in all material respects with all Laws relating to the employment of labor, including all such Laws relating to wages, hours, WARN and any similar state or local “mass layoff” or “plant closing” Law, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation and the collection and payment of withholding and/or social security taxes and any similar tax except for immaterial non-compliance. There has been no “mass layoff” or “plant closing” (as defined by WARN) with respect to the Company or any of the other Group Companies within the six months prior to Closing.

Labor. Neither the Company nor any of its Subsidiaries is party to(a) Seller has delivered or otherwise made available to Purchaser true, or subject to, any collective bargaining agreement or other agreement with any labor organization, works council or trade union with respect to any of its or their operations. No material work stoppage, slowdown or labor strike against the Company or any of its Subsidiaries with respect to Company Employees who are employed within the United States is pending or has occurred in the last two (2) years, and, to the Knowledge correct and complete copies of the Company Collective Bargaining Agreements, together with all written amendments, modifications or supplements thereto. (ib) Except as set forth on Schedule 5.14(b), no material work stoppage, slowdown or labor strike against the Company or any of its Subsidiaries with respect to Company Employees who are employed within the United States is threatened and (ii) no material work stoppage, slowdown or labor strike against the Company or any of its Subsidiaries with respect to Company Employees who are employed outside the United States is pending, threatened or has occurred in the last two (2) years. As of the date hereof, (A) none of the Company Employees or Worksite Employees are represented by a labor organization, works council or trade union and (B) to the Knowledge of the Company, there is no organizing activity, Legal Action, election petition, union card signing or other union activity or union corporate campaigns of or by any labor organization. No labor organization or group of Employees has made a pending demand for recognition, trade union or works council directed at the Company or any of its Subsidiaries, or any Company Employees or Worksite Employees. As of the date hereof, and there are no Legal Actions, government investigations, representation proceedings or labor grievances pending, petitions seeking a representation proceeding presently pending or, to the Knowledge of the CompanySeller, threatened relating to any employment related matter involving any Company Employeebe brought or filed, Worksite Employee or applicant, including charges of unlawful discrimination, retaliation or harassment, failure to provide reasonable accommodation, denial of a leave of absence, failure to provide compensation or benefits, unfair labor practices, misclassification, with the National Labor Relations Board or other alleged violations of Law, except for labor relations tribunal. There is no organizing activity involving any of the foregoing which would not reasonably be expected Employees pending or, to havethe Knowledge of Seller, individually threatened by any labor organization or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any group of its Subsidiaries has any material liability, whether absolute or contingent, including any obligations under any Company Benefit Plan, Employees with respect to any misclassification the Business. (c) There are no lockouts, strikes, slowdowns, work stoppages or similar labor disputes pending or, to the Knowledge of a Person performing services for Seller, threatened against or involving the Company Seller Entities (with respect to the Business) or BPP. (d) Except as set forth on Schedule 5.14(d), there are no material complaints, charges or claims against any of its Subsidiaries the Seller Entities or BPP pending or, to Knowledge of Seller, threatened that could be brought or filed, with any Governmental Body or based on, arising out of, in connection with or otherwise relating to the employment or termination of employment or failure to employ by any of the Seller Entities or BPP, of any individual. Each of the Seller Entities and BPP is in material compliance with all Laws relating to the employment of labor, including all such Laws relating to wages, hours, WARN and any similar state or local “mass layoff” or “plant closing” Law, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation and the collection and payment of withholding and/or social security taxes and any similar tax except for immaterial non-compliance. There has been no “mass layoff” or “plant closing” (as an independent contractor rather than as an employeedefined by WARN) within the past three years. (e) BPP does not now employ any BPP Excluded Employee, nor has it employed any BPP Excluded Employee since December 31, 2003.

Labor. Neither the Company nor (a) Seller is not a party to any of its Subsidiaries is party to, labor or subject to, any collective bargaining agreement and there are no labor or other agreement with any labor organization, works council or trade union with respect collective bargaining agreements which pertain to any employees of its or their operations. Seller. (b) No material work stoppage, slowdown or labor strike against the Company or any employees of its Subsidiaries with respect to Company Employees who are employed within the United States is pending or has occurred in the last two (2) years, and, to the Knowledge of the Company (i) no material work stoppage, slowdown or labor strike against the Company or any of its Subsidiaries with respect to Company Employees who are employed within the United States is threatened and (ii) no material work stoppage, slowdown or labor strike against the Company or any of its Subsidiaries with respect to Company Employees who are employed outside the United States is pending, threatened or has occurred in the last two (2) years. As of the date hereof, (A) none of the Company Employees or Worksite Employees Seller are represented by a labor organization, works council or trade union and (B) to the Knowledge of the Company, there is no organizing activity, Legal Action, election petition, union card signing or other union activity or union corporate campaigns of or by any labor organization. No labor organization or group of employees of Seller has made a pending demand for recognition, trade union or works council directed at the Company or any of its Subsidiaries, or any Company Employees or Worksite Employees. As of the date hereof, and there are no Legal Actions, government investigations, representation proceedings or labor grievances pending, petitions seeking a representation proceeding presently pending or, to the Knowledge of the CompanySeller, threatened to be brought or filed, with the National Labor Relations Board or other labor relations tribunal. There is no organizing activity involving Seller pending or, to the Knowledge of Seller, threatened by any labor organization or group of employees of Seller. (c) There are no (i) strikes, work stoppages, slowdowns, lockouts or arbitrations or (ii) material grievances or other labor disputes pending or, to the Knowledge of Seller, threatened against or involving Seller. There are no unfair labor practice charges, grievances or complaints pending or, to the Knowledge of Seller, threatened by or on behalf of any employee or group of employees of Seller. (d) There are no complaints, charges or claims against Seller pending or, to the Knowledge of Seller, threatened which could be brought or filed, with any public or Governmental Body based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment by Seller, of any individual. (e) Seller is in compliance in all material respects with all Laws and Orders relating to the employment related matter involving any Company Employee, Worksite Employee or applicantof labor, including charges of unlawful all such Laws and orders relating to wages, hours, the Worker Adjustment and Retraining Notification Act and any similar state, local or foreign “plant closing” Law (“WARN”), collective bargaining, discrimination, retaliation civil rights, safety and health, worker’s compensation, payment of overtime wages and the collection and payment of withholding and/or social security taxes and any similar tax. (f) There has been no “mass layoff” or harassment, failure to provide reasonable accommodation, denial of a leave of absence, failure to provide compensation or benefits, unfair labor practices, misclassification, or other alleged violations of Law, except for any of the foregoing which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has any material liability, whether absolute or contingent, including any obligations under any Company Benefit Plan, “plant closing” as defined by WARN with respect to any misclassification of a Person performing services for Seller within the Company or any of its Subsidiaries as an independent contractor rather than as an employeesix (6) months prior to making this representation.

Labor. (a) Neither the Company nor any of its Subsidiaries is is, nor at any time since January 1, 2022 was, a party to, to or subject to, bound by any collective bargaining agreement or other agreement with any a labor union or like organization, works council or trade union with respect to any of its or their operations. No material work stoppage, slowdown or labor strike against the Company or any of its Subsidiaries with respect to Company Employees who are employed within the United States is pending or has occurred in the last two (2) years, and, and to the Knowledge of the Company (i) no material work stoppage, slowdown or labor strike against the Company or any of its Subsidiaries with respect to Company Employees who are employed within the United States is threatened and (ii) no material work stoppage, slowdown or labor strike against the Company or any of its Subsidiaries with respect to Company Employees who are employed outside the United States is pending, threatened or has occurred in the last two (2) years. As of the date hereof, (A) none of the Company Employees or Worksite Employees are represented by a labor organization, works council or trade union and (B) to the Knowledge knowledge of the Company, there is are no organizing activityorganizational campaigns, Legal Action, election petition, union card signing petitions or other union activity activities or union corporate campaigns proceedings of any individual or by group of individuals, including representatives of any labor union, workers’ council or labor organization, trade union seeking recognition of a collective bargaining unit with respect to, or works council directed at otherwise attempting to represent, any of the employees of the Company or any of its Subsidiaries, or any Company Employees or Worksite Employees. As All employees of the date hereof, there Company and its Subsidiaries classified as exempt under the Fair Labor Standards Act are properly classified. All individuals engaged as independent contractors or consultants are properly classified. (b) There are no Legal Actionslabor-related controversies, government investigationsstrikes, slowdowns, walkouts or labor grievances pending, other work stoppages pending or, to the Knowledge knowledge of the Company, threatened (in writing), and neither the Company nor any of its Subsidiaries has experienced any such labor related controversy, strike, slowdown, walkout or other work stoppage since January 1, 2022. (c) Each of the Company and its Subsidiaries is in material compliance with all applicable laws relating to any labor, employment, termination of employment related matter involving any Company Employee, Worksite Employee or applicantsimilar matters, including charges of unlawful but not limited to laws relating to discrimination, retaliation or harassmentdisability, failure to provide reasonable accommodationclassification of workers, denial labor relations, hours of a work, payment of wages and overtime wages, pay equity, immigration, workers’ compensation, working conditions, employee scheduling, occupational safety and health, family and medical leave of absenceand employee terminations, failure to provide compensation or benefits, and has not engaged in any unfair labor practices or similar prohibited practices, misclassification, or other alleged violations of Law, except for any of the foregoing which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act and the regulations promulgated thereunder or any similar state or local law that remains unsatisfied. The Company and its Subsidiaries are in compliance in all material liability, whether absolute or contingent, including any obligations under any Company Benefit Plan, respects with all applicable requirements of the Immigration Reform and Control Act and have in their files properly completed copies of Form I-9 for all employees with respect to whom that form is required. The Company and its Subsidiaries are enrolled in and use E-Verify where required by applicable law. All employees of Company Bank and its Subsidiaries are covered by Company Bank’s bankers’ bond policy and are eligible to be employed by an FDIC-insured bank under the FDIA and applicable FDIC rules and regulations. (d) In the past three (3) years, there has not been any misclassification allegation or threatened allegation of a Person performing services for sexual harassment, sexual misconduct or discrimination against any current or former director, manager, officer or employee of the Company or its Subsidiaries. In the past three (3) years, neither the Company nor any of its Subsidiaries has entered into any settlement agreement related to allegations or threatened allegations of sexual harassment, sexual misconduct or discrimination by any current or former director, manager, officer, employee, independent contractor, or other service provider of the Company or any of its Subsidiaries as an independent contractor rather than as an employeeSubsidiaries.

Labor. Neither the Company nor any of its Subsidiaries is party toEach Seller and Purchased Entity is, or subject to, any collective bargaining agreement or other agreement with any labor organization, works council or trade union with respect to any the Business Employees, in material compliance with all Laws respecting employment and employment practices, terms and conditions of its employment, workers compensation, occupational safety and health requirements, plant closings, wages and hours, withholding of Taxes, worker classification, employment discrimination, disability rights or their operationsbenefits, equal opportunity, affirmative action, labor relations, immigration, employee leave issues and unemployment insurance and related matters (collectively, the “Employment Laws”). No material work stoppage, slowdown or labor strike against None of the Company or any of its Subsidiaries with respect to Company Employees who are employed within the United States is pending or has occurred in the last two Sellers (2) years, and, primarily related to the Knowledge of Business) or the Company Purchased Entities (i) no is liable for the payment of any material work stoppageTaxes, slowdown fines, penalties or labor strike against the Company or other amount, however designated, for failure to comply with any of its Subsidiaries with respect to Company Employees who are employed within the United States is threatened and Employment Laws, (ii) no material work stoppage, slowdown or labor strike against the Company or any of its Subsidiaries with respect to Company Employees who are employed outside the United States is pending, threatened or has occurred in the last two (2) years. As of the date hereof, (A) none of the Company Employees or Worksite Employees are represented by a labor organization, works council or trade union and (B) to the Knowledge of the Company, there is no organizing activity, Legal Action, election petition, union card signing or other union activity or union corporate campaigns of or by any labor organization, trade union or works council directed at the Company or any of its Subsidiaries, or any Company Employees or Worksite Employees. As of the date hereof, there are no Legal Actions, government investigations, or labor grievances pending, or, to the Knowledge of the Company, threatened relating to any employment related matter involving any Company Employee, Worksite Employee or applicant, including charges of unlawful discrimination, retaliation or harassment, failure to provide reasonable accommodation, denial of a leave of absence, failure to provide compensation or benefits, unfair labor practices, misclassification, or other alleged violations of Law, except for any of the foregoing which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has any direct or indirect material liabilityLiability, whether absolute actual or contingent, including any obligations under any Company Benefit Plan, with respect to any misclassification of a Person performing services for the Company or any of its Subsidiaries person as an independent contractor rather than as an employee, with respect to any misclassification of any employee as exempt versus non-exempt or with respect to any employee leased from another employer, or (iii) is party to any collective bargaining agreement. Within the twelve (12) months prior to the date hereof, no Seller or Purchased Entity has implemented any plant closing or layoff of individuals employed by the Business in material violation of the United States Worker Adjustment and Retraining Notification Act, and the regulations promulgated thereunder, or any similar applicable non-United States, state or local law (collectively, the “WARN Act”). No Seller or Purchased Entity has incurred any material Liability under the WARN Act that remains unsatisfied as of the Closing Date. The Sellers have delivered to Buyer a true and complete list of layoffs, by location, implemented by Seller in the ninety (90)-day period preceding the Closing Date at any Seller location employing any individuals employed by the Business. To the Knowledge of the Sellers, no employee or former employee has transferred to a U.K. Company under the U.K. Transfer of Undertakings (Protection of Employment) Regulations 2006 who at any time prior to the transfer was a member of a defined benefit occupational pension plan.

Labor. Neither the Company nor any of its the Subsidiaries is a party to, to any labor or subject to, any collective bargaining agreement and there are no labor or other agreement with any labor organization, works council or trade union with respect collective bargaining agreements which pertain to any employees of its or their operations. No material work stoppage, slowdown or labor strike against the Company or any of its Subsidiaries with respect to Company the Subsidiaries. · No Employees who are employed within the United States is represented by any labor organization. No labor organization or group of Employees has made a pending demand for recognition, and there are no representation proceedings or has occurred in the last two (2) years, andpetitions seeking a representation proceeding presently pending or, to the Knowledge of the Company (i) or the Selling Stockholders, threatened to be brought or filed, with the National Labor Relations Board or other labor relations tribunal. There is no material work stoppage, slowdown or labor strike against organizing activity involving the Company or any of its the Subsidiaries with respect to Company Employees who are employed within the United States is threatened and (ii) no material work stoppage, slowdown or labor strike against the Company or any of its Subsidiaries with respect to Company Employees who are employed outside the United States is pending, threatened or has occurred in the last two (2) years. As of the date hereof, (A) none of the Company Employees or Worksite Employees are represented by a labor organization, works council or trade union and (B) to the Knowledge of the Company, there is no organizing activity, Legal Action, election petition, union card signing or other union activity or union corporate campaigns of or by any labor organization, trade union or works council directed at the Company or any of its Subsidiaries, or any Company Employees or Worksite Employees. As of the date hereof, there are no Legal Actions, government investigations, or labor grievances pending, pending or, to the Knowledge of the CompanyCompany or the Selling Stockholders, threatened relating to by any employment related matter involving any Company Employeelabor organization or group of Employees. · There are no (i) strikes, Worksite Employee work stoppages, slowdowns, lockouts or applicant, including charges of unlawful discrimination, retaliation arbitrations or harassment, failure to provide reasonable accommodation, denial of a leave of absence, failure to provide compensation or benefits, unfair labor practices, misclassification, (ii) material grievances or other alleged violations of Lawlabor disputes pending or, except for any to the Knowledge of the foregoing which would not reasonably be expected to haveCompany or the Selling Stockholders, individually threatened against or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has any material liability, whether absolute or contingent, including any obligations under any Company Benefit Plan, with respect to any misclassification of a Person performing services for involving the Company or any of its the Subsidiaries. There are no unfair labor practice charges, grievances or complaints pending or, to the Knowledge of the Company or the Selling Stockholders, threatened by or on behalf of any Employee or group of Employees. · There are no material complaints, charges or claims against the Company or any of the Subsidiaries pending or, to Knowledge of the Company or the Selling Stockholders, · threatened that could be brought or filed, with any Governmental Body based on, arising out of, in connection with or otherwise relating to the employment or termination of employment of or failure to employ, any individual. Each of the Company and the Subsidiaries is in material compliance with all Laws relating to the employment of labor, including all such Laws relating to wages, hours, WARN and any similar state or local “mass layoff” or “plant closing” Law, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation and the collection and payment of withholding and/or social security taxes and any similar tax. There has been no “mass layoff” or “plant closing” (as an independent contractor rather than as an employeedefined by WARN) with respect to the Company or any of the Subsidiaries within the six (6) months prior to Closing.

Labor. Neither (a) No Sale Entity is, or for the Company nor any of its Subsidiaries is past three (3) years has been, a party to, bound by or subject to, negotiating any collective bargaining agreement or other similar agreement with any a labor organizationunion or similar labor organization (collectively, works council or trade union with respect to any of its or their operations. No material work stoppage“Union”), slowdown or labor strike against and there is not, and has not been for the Company or any of its Subsidiaries with respect to Company Employees who are employed within the United States is pending or has occurred in the last two past three (23) years, any Union representing or purporting to represent any Business Employee or Sale Entity Employee in connection with work performed on behalf of any Sales Entity, and, to Seller’s Knowledge, no Union or group of employees is seeking or has sought to organize Business Employees or Sale Entity Employees for collective bargaining or similar purposes. The execution and delivery of this Agreement and the Knowledge consummation of the Company Contemplated Transactions will not entitle any labor organization to any payments under any collective bargaining agreement, and Seller and its Affiliates are in compliance in all material respects with all notification and bargaining obligations pursuant to any collective bargaining agreement arising in connection with the Contemplated Transactions. (i) There are no material work stoppageactions, slowdown charges or investigations pending or, to Seller’s Knowledge, threatened by or on behalf of any employee, labor organization, contingent worker or contractor alleging violations of local, state or federal Laws relating to any wage and hour, employment or labor strike against the Company or any of its Subsidiaries with respect to Company Employees who are employed within the United States is threatened practices, and (ii) no the Sale Entities are in compliance in all material work stoppage, slowdown or respects with all applicable Laws relating to labor strike against the Company or any of its Subsidiaries and employment (including such Laws with respect to Company Employees wage and hour, anti-discrimination, anti-harassment, and retaliation). (c) No contractor or contingent worker currently performing, or who are employed outside the United States is pending, threatened or has occurred in the last two three (23) years. As years performed, work for or on behalf of Seller or its Affiliates, has been paid a day rate or whose work has been billed to Seller or its Affiliates, on a day rate basis or any wage basis other than hourly entitled to overtime. (d) Seller shall provide to Buyer within twenty-four (24) hours after the Effective Date a true, correct and complete list that contains the name, job title, date hereofof hire or re-hire, as applicable, annualized base salary or hourly base wage, target bonus opportunity, long term incentive, applicable pension plan, vacation balance, as of Effective Date, exempt status, principal location of employment, leave of absence status, and all employee specific stock and pension information as outlined in Schedule 3.14(d) for each Business Employee; provided, that Seller may update such list within five (A5) none of Business Days after the Company Employees or Worksite Employees are represented by a labor organization, works council or trade union and Effective Date to correct any items which may have changed within one (B1) Business Day prior to the Knowledge of the CompanyEffective Date. (e) No Business Employee has an employment agreement, there is no organizing activityretention agreement, Legal Actionrestrictive covenants or any change in control provision that may become applicable, election petitionor that Buyer would assume, union card signing or other union activity or union corporate campaigns of or by any labor organization, trade union or works council directed at the Company or any close of its Subsidiaries, or any Company Employees or Worksite Employees. As of the date hereof, there are no Legal Actions, government investigations, or labor grievances pending, or, to the Knowledge of the Company, threatened relating to any employment related matter involving any Company Employee, Worksite Employee or applicant, including charges of unlawful discrimination, retaliation or harassment, failure to provide reasonable accommodation, denial of a leave of absence, failure to provide compensation or benefits, unfair labor practices, misclassification, or other alleged violations of Law, except for any of the foregoing which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has any material liability, whether absolute or contingent, including any obligations under any Company Benefit Plan, with respect to any misclassification of a Person performing services for the Company or any of its Subsidiaries as an independent contractor rather than as an employeethis transaction.

Labor. (a) Neither the Company nor the LT Predecessor is a party to any of its Subsidiaries is party to, labor or subject to, any collective bargaining agreement and there are no labor or other agreement with any labor organization, works council or trade union with respect collective bargaining agreements which pertain to any employees of its or their operations. No material work stoppage, slowdown or labor strike against the Company or any of its Subsidiaries with respect to Company Employees who are employed within the United States is pending or has occurred in the last two LT Predecessor. (2b) years, and, to the Knowledge No employees of the Company (i) no material work stoppage, slowdown or labor strike against the Company or any of its Subsidiaries with respect to Company Employees who are employed within the United States is threatened and (ii) no material work stoppage, slowdown or labor strike against the Company or any of its Subsidiaries with respect to Company Employees who are employed outside the United States is pending, threatened or has occurred in the last two (2) years. As of the date hereof, (A) none of the Company Employees or Worksite Employees LT Predecessor are represented by a labor organization, works council or trade union and (B) to the Knowledge of the Company, there is no organizing activity, Legal Action, election petition, union card signing or other union activity or union corporate campaigns of or by any labor organization, trade union . No labor organization or works council directed at group of employees of the Company or any of its Subsidiariesthe LT Predecessor has made a pending demand for recognition, or any Company Employees or Worksite Employees. As of the date hereof, and there are no Legal Actions, government investigations, representation proceedings or labor grievances pending, petitions seeking a representation proceeding presently pending or, to the Knowledge of the CompanyShareholders, threatened relating to any employment related matter involving any Company Employeebe brought or filed, Worksite Employee or applicant, including charges of unlawful discrimination, retaliation or harassment, failure to provide reasonable accommodation, denial of a leave of absence, failure to provide compensation or benefits, unfair labor practices, misclassification, with the National Labor Relations Board or other alleged violations of Lawlabor relations tribunal. There is no organizing activity involving the Company pending or, except for any to the Knowledge of the foregoing which would not reasonably be expected Shareholders, threatened by any labor organization or group of employees of the Company. (c) There are no (i) strikes, work stoppages, slowdowns, lockouts or arbitrations or (ii) grievances or other labor disputes pending or, to havethe Knowledge of the Shareholders, individually threatened against or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has any material liability, whether absolute or contingent, including any obligations under any Company Benefit Plan, with respect to any misclassification of a Person performing services for involving the Company or the LT Predecessor. There are no unfair labor practice charges, grievances or complaints pending or, to the Knowledge of the Shareholders, threatened by or on behalf of any employee or group of its Subsidiaries employees of the Company or the LT Predecessor. (d) There are no complaints, charges or claims against the Company or the LT Predecessor pending or, to the Knowledge of the Shareholders, threatened which could be brought or filed, with any public or Governmental Body based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment by the Company or the LT Predecessor, of any individual. (e) Each of the Company and the LT Predecessor is in compliance with all Laws and Orders relating to the employment of labor, including all such Laws and orders relating to wages, hours, the Worker Adjustment and Retraining Notification Act and any similar state, local or foreign “plant closing” Law (“WARN”), collective bargaining, discrimination, civil rights, safety and health, worker’s compensation, payment of overtime wages and the collection and payment of withholding and/or social security taxes and any similar tax. (f) To the Knowledge of the Shareholders, no executive, key employee, or group of employees currently has any plans to terminate employment with the Company independently of or as an independent contractor rather than as an employeea result of this Agreement.

Labor. Neither the Company (a) No Seller nor any of its the Acquired Subsidiaries is a party toto any labor, or subject to, any collective bargaining or similar agreement and there are no labor or other agreement with collective bargaining agreements which pertain to Employees. (b) No Employees are represented by any labor organization, works council or trade union . No labor organization holds bargaining rights with respect to any of its the Employees by way of certification, interim certification, voluntary recognition, or their operations. No material work stoppagesuccession rights and no labour organization or group of Employees has made a demand for recognition, slowdown and there are no representation proceedings or labor strike against the Company or any of its Subsidiaries with respect to Company Employees who are employed within the United States is petitions seeking a representation proceeding presently pending or has occurred in the last two (2) years, andor, to the Knowledge of Sellers, threatened to be brought or filed, with the Company (i) National Labor Relations Board, the Alberta Labour Relations Board, or any other labor relations tribunal. There is no material work stoppage, slowdown or labor strike against the Company organizing activity involving any Seller or any of its the Acquired Subsidiaries with respect to Company Employees who are employed within the United States is threatened and (ii) no material work stoppagepending or, slowdown or labor strike against the Company or any of its Subsidiaries with respect to Company Employees who are employed outside the United States is pending, threatened or has occurred in the last two (2) years. As of the date hereof, (A) none of the Company Employees or Worksite Employees are represented by a labor organization, works council or trade union and (B) to the Knowledge of the CompanySellers, threatened by any labor organization or group of Employees and there is no organizing activitylabour strike, Legal Actiondispute, election petition, union card signing work slowdown or other union activity stoppage pending or union corporate campaigns of or by any labor organization, trade union or works council directed at the Company or any of its Subsidiaries, or any Company Employees or Worksite Employees. As of the date hereof, there are no Legal Actions, government investigations, or labor grievances pending, involving or, to the Knowledge of the CompanySellers, threatened relating in respect of the Business and no such event has occurred within the last five (5) years. The Sellers have not and are not engaged in any unfair labour practice and no unfair labour practice complaint, grievance or arbitration proceeding is pending or, to the Knowledge of the Sellers, threatened against the Sellers. No union has applied to have Sellers declared a common or related employer pursuant to the Labour Relations Code (Alberta) or any employment related matter involving similar legislation in any Company Employeejurisdiction in which Sellers carry on the Business. (c) Schedule 5.17 includes a true and complete list of all of each Employee and independent contractor/consultant of the Sellers employed or retained in connection with the Business, Worksite Employee whether actively at work or applicantnot, including charges of unlawful discriminationshowing without names or employee numbers their salaries, retaliation or harassmentwage rates, failure to provide reasonable accommodationcommissions and consulting fees, denial of a leave of absencebonus arrangements, failure to provide compensation or benefits, unfair labor practicespositions, misclassificationstatus as full-time or part-time employees, location of employment, cumulative length of service with the Business and whether they are subject to a written employment, service, union, agency, consulting, termination and severance Contracts and agreements entered into by Sellers. Schedule 5.17 contains for each Employee their annual vacation entitlement in days, their accrued and unused vacation days as of January 31, 2017, any other annual paid time off entitlement in days and their accrued and unused days or such other alleged violations paid time off as of LawJanuary 31, except for 2017. Schedule 5.17 lists any Employee currently on leave, together with the type of the foregoing which would not reasonably be leave and their expected date of return to have, individually or work if known. (d) Except as disclosed in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries Schedule 5.17 no Employee has any material liabilityagreement as to length of notice or severance payment required to terminate his or her employment, whether absolute other than such as results by Law from the employment of an employee without an agreement as to notice or contingent, including any obligations under any Company Benefit Plan, with respect to any misclassification of a Person performing services for severance (e) Each independent contractor who is disclosed on Schedule 5.17 has been properly classified by the Company or any of its Subsidiaries applicable Seller as an independent contractor rather than and no Seller nor any of the Acquired Subsidiaries have received any notice from any Governmental Entity disputing such classification. (f) No Seller is subject to any claim for wrongful dismissal, constructive dismissal or any other claim or complaints actual or threatened in writing and received by Sellers, or any litigation, actual or threatened in writing and received by Sellers, relating to employment, discrimination or termination of employment of any Employee or Former Employee of any Seller or relating to any failure to hire a candidate for employment. (g) There are no outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation in respect of Sellers and no Seller has been reassessed in any material respect under such legislation during the past three (3) years and to the Knowledge of Sellers, no audit of any Seller is currently being performed pursuant to any applicable workplace safety and insurance legislation. There are no claims or potential claims which may materially adversely affect any Seller’s accident cost experience. (h) Sellers have provided to Purchasers all orders and inspection reports under applicable occupational health and safety Laws (“OHS”) relating to Sellers for the past three (3) years. There are no charges pending under OHS in respect of any Seller. Sellers have complied in all material respects with any orders issued under OHS and there are no appeals of any orders under OHS currently outstanding (i) Except as an employeeset forth in Schedule 5.17, no Employee is employed pursuant to a work permit issued by Canada Immigration and Schedule 5.17 discloses in respect of each Employee who is employed pursuant to a work permit the expiry date of such work permit and whether Seller has made any attempts to renew such work permit. (j) Except as set forth in Schedule 5.17, neither the execution and/or delivery of this Agreement nor the consummation of the Transactions will result in any payment, including without limitation severance, termination, “golden parachute” or of a similar nature becoming due to any director, officer, Employee, agent or consultant of any Seller, or increase any benefits otherwise payable under any Plan. (k) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under the Plans have either been paid or are accurately reflected in the books and records.