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 (a) The Company nor any of and its Subsidiaries is are neither party to, or subject tonor bound by, any material labor agreement, collective bargaining agreement agreement, work rules or practices, or any other agreement material labor-related agreements or arrangements with any labor union, labor organization, employee organization or works council or trade union with respect to any council. As of its or their operations. No material work stoppage, slowdown or labor strike against the Company or any date 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, andthis Agreement, to the Knowledge of the Company (i) no material work stoppageCompany, 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) and, to the Knowledge of the CompanyCompany and except as set forth in the Litigation Report, there is no organizing activity, Legal Action, election petition, union card signing petition or other material 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 Except as would not reasonably be expected to be material to the Company and its Subsidiaries taken as a whole, (i) all individuals who provide services to the Company or its Subsidiaries have at all times and for all purposes been accurately classified by the Company and its Subsidiaries as an employee or independent contractor and as “exempt” or “non-exempt” based on the applicable standards under applicable Law, and (ii) no individual who has performed services for the Company or its Subsidiaries has been improperly excluded from participation in any Company Plan. (b) Except (x) as set forth in the Litigation Report or (y) as would not reasonably be expected to result in a Company Material Adverse Effect, there are (i) no unfair labor practice complaints pending against the Company or its Subsidiaries before the National Labor Relations Board or any other labor relations tribunal or authority, and (ii) no labor strike, lock out, material grievance, material arbitration, labor dispute, slowdown or stoppage against or affecting the Company or its Subsidiaries, and no such labor dispute is, to the Knowledge of the date hereofCompany, pending or threatened or has occurred in the last three years. (c) Except (x) as set forth in the Litigation Report or (y) as would not reasonably be expected to result in a Company Material Adverse Effect, the Company and its Subsidiaries are and have been in compliance with all applicable Laws (including of the United States and any state thereof) respecting (i) hiring, employment, termination of employment, mass layoff and employment practices, including the Workers’ Adjustment and Retraining Notification Act (and any similar foreign, provincial, state or local statute or regulation), (ii) terms and conditions of employment, health and safety, wages and hours, child labor, immigration, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, equal opportunity, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues, leasing and supply of temporary and contingent staff, engagement of independent contractors, withholding of Taxes, and the payment of social security and other Taxes and unemployment insurance and (iii) relations between it and any labor organization, trade union, works council or other body representing Company Employees. (d) Except as set forth in the Litigation Report, 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 result 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 (a) Except as set forth in Schedule 5.14(a), (i) neither the Company nor any of its Subsidiaries is a party to, to any unexpired labor or subject to, 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, 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 are no organizing activity, Legal Action, election petition, union card signing activities or other union activity or union corporate campaigns of or Proceedings by any individual or group of individuals, including representatives of any labor organizationorganizations, trade union or works council directed at to organize any employees of the Company or any of its Subsidiaries, or any Company Employees or Worksite Employees. As and (iii) neither the execution and delivery of this Agreement nor the consummation of the date hereoftransactions contemplated by this Agreement will require the consent of, or advance notification to, any works councils, unions or similar labor organizations. (b) Except as would not be reasonably likely to result in material Liability to the Company, there are no Legal Actionsno, government investigationsand have not been since January 31, 2016, any, (i) strikes, work stoppages, work slowdowns or labor grievances pending, lockouts pending or, to the Knowledge of the Company, threatened relating against or involving the Company or any of its Subsidiaries that may interfere in any material respect with the respective business activities of the Company or any of its Subsidiaries, (ii) to the Knowledge of the Company, union organization campaigns with respect to employees of the Company or any of its Subsidiaries and no disputes concerning representation of such employees exists, (iii) 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 or any of its Subsidiaries, or (iv) written communications received by the Company or any of its Subsidiaries of the intent of any Governmental Body responsible for the enforcement of labor or employment related matter involving Laws to conduct an investigation of or affecting the Company or any of its Subsidiaries and, to the Knowledge of the Company, no such investigation is in progress. (c) Each of the Company Employeeand its Subsidiaries is in compliance with all applicable Laws respecting labor, Worksite Employee or applicantemployment, including charges terms and conditions of unlawful discriminationemployment, retaliation or harassmentwages and hours, and occupational safety and health, except where such 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 so comply 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 Except as set forth on Schedule 4.17: (a) no Company nor is a party to any labor, collective bargaining or similar agreement and there are no labor, collective bargaining or similar agreements which cover employees of 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 Businesses; (i) no material work stoppageNo labor organization or employees of any Company has made in writing a pending demand for recognition, 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 CompanySellers, threatened relating to any employment related matter be brought or filed with the National Labor Relations Board or other labor relations tribunal; and (c) Since January 1, 2002, there have been no strikes, work stoppages, unfair labor practice charges or similar charges or complaints, slowdowns or lockouts or, to the Knowledge of Sellers, grievances or other labor disputes pending or overtly threatened against or involving any Company Employee, Worksite Employee or applicant, including charges any employee 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 Businesses except as has not had and would not reasonably be expected to havenot, individually or in the aggregate, have a Company Material Adverse Effect. Neither ; (i) None of the Company nor Sellers or their Affiliates have engaged in any unfair labor practices within the meaning of the National Labor Relations Act with respect to employees of the Businesses; (ii) no labor, collective bargaining or similar agreement is currently being negotiated or is currently subject to negotiation or renegotiation by any of its Subsidiaries the Sellers or their Affiliates with respect to the employees of the Businesses; (iii) no material action, suit or complaint, by or before any court, arbitrator or governmental body, agency or authority has been brought against any material liabilityof the Sellers or any of their Affiliates by or on behalf of any employee of any of the Businesses; nor is any such action, whether absolute suit or contingentcomplaint pending or, including any obligations under any to the Knowledge of Sellers, threatened; (e) Except as has not had and would not, individually or in the aggregate, have a Company Benefit PlanMaterial Adverse Effect, the Sellers and their Affiliates (i) are in compliance with all applicable federal, state and local laws, rules and regulations (U.S. and Non-U.S.) respecting employment practices, labor, layoffs, plant closings, terms and conditions of employment, occupational safety and wages and hours, in each case, with respect to employees of the Businesses (including, without limitation, WARN), and no material lawsuits, grievances, proceedings, complaints or other proceedings are pending, or to the Knowledge of Sellers, threatened, including involving any misclassification Governmental Body and otherwise, in respect of a Person performing services such employees; (ii) have withheld all amounts required by law or by agreement to be withheld from the wages, salaries and other payments to employees of the Businesses (other than employment taxes); (iii) are not liable for the Company any arrears of wages or any penalty for failure to comply with any of its Subsidiaries as an independent contractor rather than as an employeethe foregoing; and (iv) are not liable for any payment to any trust or other fund or to any governmental or administrative authority, with respect to unemployment compensation benefits, social security or other benefits for employees of the Businesses.

Labor. Neither Except as set forth in Section 4.12(h) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries is is, or has been within the twelve (12) months prior to the date hereof, 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 operationscurrent or former employees. No material Except as would not reasonably be expected to result in a Company Material Adverse Effect, no 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 by their employees is pending or has occurred in the last two (2) years, andor, to the Knowledge of the Company, threatened, and none have occurred within the twelve (12) months prior to the date hereof. Except as set forth in Section 4.12(h) of the Company Disclosure Letter, (iA) no material work stoppage, slowdown or labor strike against none of 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 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 threatened or ongoing organizing activity, Legal Actiondemand for recognition, election petition, or union card signing or other union activity or union corporate campaigns of or by any labor organization, works council or trade union or works council directed at the Company or any of its Subsidiaries, and no such actions have occurred within the twelve (12) months prior to the date hereof. The Company and its Subsidiaries are in compliance with all applicable Laws relating to the relations between it and any labor organization, trade union, or work council and have been within the last two (2) years, except for such non-compliance that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except for such non-compliance that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries are in compliance with employment Laws, including but not limited to Laws relating to wages, hours, overtime, pay equity, hiring, promotion, equal employment opportunity, occupational health and safety (including employee training), leaves of absence, and the payment and withholding of taxes and similar obligations and have been within the last two (2) years, and, within the twelve (12) months prior to the date hereof, the Company has not received any notice of any violation of any such Laws by any Governmental Entity. During the twelve (12) months prior to the date of this Agreement neither the Company nor any of its Subsidiaries have received any written communications from any Governmental Entity responsible for the enforcement of labor, employment, non-discrimination, civil rights, affirmative action or wage and hour laws that it is conducting or intends to conduct an audit, review or investigation of the Company or any of its Subsidiaries. Neither the Company Employees nor any of its Subsidiaries is subject to any consent decree, injunction or Worksite Employeesother form of court order relating to any practice relating to labor, employment, civil rights, discrimination, affirmative action or wage and hour issues that would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. As of the date hereof, and except as set forth in Section 4.12(h) of the Company Disclosure Letter, there are no Legal Actions, government investigations, or labor grievances pending, pending or, to the Knowledge of the Company, threatened relating to Legal Actions or investigations, whether internal or external, against the Company or any employment related matter involving any Company Employee, Worksite Employee or applicant, including charges of its Subsidiaries alleging unlawful discrimination, retaliation or harassment, ; failure to provide reasonable accommodation, ; unlawful denial of a leave of absence, ; failure to provide compensation or benefits, ; unfair labor practices; or misclassification by the Company or any of its Subsidiaries, misclassification, or other alleged violations of Lawnor have there been within the twelve (12) month period prior to this Agreement, 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 Section 4.9 of the Company nor any Disclosure Letter sets forth, as of its Subsidiaries is party tothe date hereof, or subject to, all Collective Bargaining Agreements. “Collective Bargaining Agreement” means any collective bargaining agreement or any other labor-related 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 organization to which the Company or any of its Subsidiaries is a party. No Collective Bargaining Agreement currently is being negotiated except for Collective Bargaining Agreements that expire in 2007. None of the Company or its Subsidiaries has any obligation to inform and/or consult with any employees or their representatives in respect of the transactions contemplated hereby under the terms of any Collective Bargaining Agreement. None of the Company or its Subsidiaries is in breach of any Collective Bargaining Agreement other than any such breach that has not had and would not reasonably be expected to have a Company Employees who are employed within Material Adverse Effect. Except as has not had and would not reasonably be expected to have a Company Material Adverse Effect, since January 31, 2004, there has not been any work stoppage, slowdown, lockout, employee strike or, to the United States is pending Company’s knowledge, labor union organizing activ- ity involving any of the Company or has occurred in the last two (2) years, its Subsidiaries and, to the Knowledge Company’s knowledge, none of the foregoing or any labor dispute or Action that has had or would reasonably be expected to have a Company Material Adverse Effect, has been threatened. The Company and its Subsidiaries are operating the business of the Company (i) no material work stoppage, slowdown or labor strike against the Company or any of and its Subsidiaries in compliance with respect all Labor Laws other than non-compliance which has not had and would not reasonably be expected to have a 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) yearsMaterial Adverse Effect. 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’s knowledge, there are no Legal Actions, government investigations, ongoing union certification drives or labor grievances pending, or, pending proceedings for certifying a union with respect to the Knowledge employees 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 employeeSubsidiaries.

Labor. (a) Neither the Company nor any of its Subsidiaries Company Subsidiary is a party to, to or subject to, otherwise bound by any collective labor or collectively bargaining agreement or other contract, agreement or understanding with any labor organizationunion and no labor union has requested, works council sought or trade union with respect attempted to represent any employees, representatives or agents 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 Subsidiary. There is no existing, threatened or pending strike, work slowdown, lockout or has occurred in the last two (2) years, and, to the Knowledge other similar labor disputes involving any 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 neither the Company or nor 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 Subsidiaries has experienced any such labor organization, works council or trade union and controversy for the period commencing three (B3) years prior to the Knowledge date of this Agreement. Except as set forth in Schedule 4.10(a) of the Company, there is no organizing activity, Legal Action, election petition, union card signing Disclosure Schedules 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 , each of the Company nor and the Company Subsidiaries has, for the period commencing three (3) years prior to the date of this Agreement, complied with all applicable Law relating to employment, including but not limited to those related to wage, working time, overtime payment, the payment and withholding of Taxes and other sums as required by the appropriate Governmental Entity, health and safety, intern and labor agent, in all material respects; and there is no existing, threatened or pending dispute involving 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 the Company Subsidiaries nor has any such dispute arisen for the period commencing three (3) years prior to the date of its this Agreement and the Company has no Knowledge of any circumstance which might give rise to any such dispute that would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as set forth in Schedule 4.10(a) of the Disclosure Schedules, each of the employees of the Company and the Company Subsidiaries as an independent contractor rather than as an employeeis subject to a written employment agreement with the Company or the applicable Company Subsidiary in full compliance with applicable Law. (b) The Company and each Company Subsidiary have completed the social insurance registration with the competent labor and social security authorities. The Company and each Company Subsidiary have, for the period commencing three (3) years prior to the date of this Agreement, paid the contributions in full for the statutory social insurance and housing funds for all of their employees with whom the Company and each Company Subsidiary have entered into employment Contracts.

Labor. (a) Neither the Company nor any of its Subsidiaries is party tois, or subject toduring the last three (3) years has been, party 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 has not been any activity or union corporate campaigns of or proceeding by any a labor organization, trade union or works council directed at representative thereof to organize any employees of the Company or any of its Subsidiaries, or any Company Employees or Worksite Employees. As of the date hereofof this Agreement, there are no Legal Actionsis no, government investigationsand during the last (3) three years there has not been, any labor strike, lockout or labor grievances pendingwork stoppage, or, to the Knowledge of the Company, threat thereof, by or with respect to any employee of the Company or any of its Subsidiaries. (b) There are no, and during the last three (3) years there have not been, any actions, charges or investigations pending or, to the Knowledge of the Company, threatened by or on behalf of any employee or labor organization alleging violations of local, state or federal Laws 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 as would not reasonably be expected to haveresult in material liability. (c) The Company and each of its Subsidiaries has complied, individually or and is presently in compliance with all applicable Laws relating to employment, equal opportunity, nondiscrimination, worker classification (including the aggregateproper classification of workers as employees, a Company Material Adverse Effect. Neither independent contractors and consultants), immigration, wages, hours, benefits, collective bargaining, occupational safety and health, and/or privacy rights of employees, except as would not reasonably be expected to result in material liability. (d) During the last three (3) years, neither the Company nor any of its Subsidiaries has effectuated (i) a “plant closing” as defined in the Worker Adjustment and Retraining Notification Act, 29 U.S.C. §§ 2101 et seq. (the “WARN Act”) (or any material liabilitysimilar state, whether absolute local or contingent, including foreign law) affecting any obligations under site of employment or one or more facilities or operating units within any Company Benefit Plan, with respect to any misclassification site of a Person performing services for employment or facility of the Company or any of its Subsidiaries or (ii) a “mass layoff” as an independent contractor rather than as an employeedefined in the WARN Act (or any similar state, local or foreign law) affecting any site of employment or facility of the Company or any of its Subsidiaries.

Labor. Neither No employee of the Company nor any of its Subsidiaries is party to, or subject to, covered under any collective ----- bargaining agreement or other agreement similar agreement. Except to the extent set forth in Disclosure Schedule Section 2.22, to the knowledge of the Company and the Selling Stockholder, (a) the Company is in material compliance with all employment contracts and all applicable laws, regulations and Governmental Orders respecting employment and employment practices, terms and conditions of employment and wages and hours, including any such laws and regulations respecting employment discrimination and occupational safety and health requirements, and is not engaged in any unfair labor organization, works council or trade union with respect to any of its or their operations. No material work stoppage, slowdown or practice; (b) there is no unfair labor strike practice complaint against the Company pending or threatened before the National Labor Relations Board or any of its Subsidiaries with respect to Company Employees who are employed within the United States is pending comparable state, local or has occurred in the last two (2) yearsforeign Governmental Authority which, andif adversely determined, 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 havewould, individually or in the aggregate, a directly or indirectly result in any material Liability to the Company; (c) there is no labor strike, dispute, slowdown or stoppage actually pending or threatened against or directly affecting the Company; (d) no union representation question exists or negotiations regarding union representation have taken place or are ongoing respecting the employees of the Company Material Adverse Effect. Neither and no notice or demand for union recognition has been received by the Company; (e) the Company has not experienced any work stoppage or other labor difficulty since January 1, 1996; (f) the Company is not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them to the date hereof or amounts required to be reimbursed to such employees; (g) there are no pending or threatened unfair employment practice charges, administrative proceedings, wrongful discharge claims or similar Actions covering any past or present employees of the Company in their capacities as employees of the Company which, if adversely determined, would, individually or in the aggregate, directly or indirectly result in any material Liability to the Company; (h) the Company is not liable for any payment to any trust or other fund or to any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for employees of the Company (other than routine payments to be made in the normal course of business and consistent with past practice); and (i) upon termination of the employment of any employee with the Company, neither the Company nor the Purchaser will by reason of anything done prior to the Closing Date or the consummation of the transactions contemplated hereby or by the Related Agreements be liable to any of its Subsidiaries has any material liabilitysaid employees for vacation pay NOT SHOWN ON THE BALANCE SHEET, whether absolute or contingentseverance pay, including any obligations under any Company Benefit Planwrongful termination damages, with respect to any misclassification of a Person performing services for the Company or any other payments. The Company has complied with all applicable laws and regulations of its Subsidiaries any Governmental Authority relating to the payment and withholding of Taxes and has timely withheld from employee wages and paid over to the proper Governmental Authorities all amounts required to be so withheld and paid over for all periods under all such laws and regulations. The Company has not incurred any Liability under the Worker Adjustment and Retraining Notification Act of 1988, as an independent contractor rather than as an employeeamended, or any state or local plant closing or severance laws or regulations.

Labor. Neither the Company nor any of its Subsidiaries is a party to, to or subject to, bound by any collective bargaining agreement or other similar agreement with any labor organizationorganization or other representative of any Company Employees, works council or trade union with respect to nor is any of its or their operations. No material work stoppage, slowdown or labor strike against such agreement being negotiated by 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, (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 Actionsmaterial labor strikes, government investigationsmaterial work stoppages, slowdowns, lockouts or similar material labor grievances pending, disputes pending or, to the Knowledge of the Company, threatened relating to against the Company or 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, misclassificationits Subsidiaries. Except as has not had, 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 , (a) the Company nor any of and its Subsidiaries has any material liability, whether absolute or contingentare in compliance with all applicable Laws respecting labor and employment, including terms and conditions of employment, immigration, workers’ compensation, layoffs, compensation and benefits, wages and hours and overtime exemption classifications and (b) there are no (i) unfair labor practice charges or complaints pending against the Company or any Subsidiary before the National Labor Relations Board or any other labor relations tribunal or authority, (ii) to the Knowledge of the Company, union organizing efforts regarding any Company Employees or (iii) liabilities or obligations under the Worker Adjustment and Retraining Notification Act and the regulations promulgated thereunder or any Company Benefit Plansimilar state or local Law that remain unsatisfied. As of the date of this Agreement, with respect there are no pending or, to any misclassification the Knowledge of a Person performing services for the Company, threatened actions or proceedings against the Company or any of its Subsidiaries relating to current or former employees or labor or employment practices, except as an independent contractor rather than as an employeehas not had, or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Notwithstanding any other provisions of this Agreement to the contrary, the representations and warranties made in this Section 4.12 and Section 4.9 are the sole and exclusive representations and warranties of the Company with respect to labor and employment matters and no other representation or warranty of the Company contained herein shall be construed to relate to labor and employment matters (including their compliance with any applicable Law).

Labor. (a) Neither the Company nor Company, any of its Subsidiaries nor the JV is party to, or subject to, 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, andnor, to the Knowledge of the Company (i) no material work stoppageCompany, slowdown or labor strike against the Company or is 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) yearssuch agreement currently being negotiated. As of the date hereofof this Agreement, (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 are no organizing activityactivities involving the Company, 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, Subsidiaries or the JV pending with any Company Employees labor organization or Worksite Employees. As group of employees of the date hereofCompany, any of its Subsidiaries or the JV. Since January 1, 2014, there are no Legal Actionshas not been any labor strike, government investigationsmaterial slowdown, picketing, lockout or labor grievances pendingmaterial work stoppage, or, to the Knowledge of the Company, threatened relating threat thereof, by or with respect to any employment related matter involving any Company Employeeemployee of the Company, 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 its Subsidiaries or the foregoing which JV. (b) Except as would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse EffectImpact, there are no actions, charges, labor disputes, or investigations pending or, to the Knowledge of the Company, threatened by or on behalf of any employee or labor organization alleging violations of Laws relating to wage and hour (including the payment of compensation for minimum wage, hours worked, meal and rest periods, and overtime), collective bargaining, discrimination, harassment, civil rights, work eligibility and authorization, child labor, equal employment opportunity, the WARN Act, 29 U.S.C. § 2109 et seq. Neither or the regulations promulgated thereunder, immigration, pay equity, safety and health and workers’ compensation. The Company, its Subsidiaries and the JV are, and have at all times since January 1, 2014 been, in compliance with such Laws, except as would not reasonably be expected to have a Company nor Material Impact. (c) To the Knowledge of the Company, each employee of the Company, its Subsidiaries and the JV has provided appropriate documentation demonstrating that the employee is legally permitted to be employed in the jurisdiction in which such employee is employed. Except as would not reasonably be expected to have a Company Material Impact, neither the Company, any of its Subsidiaries nor the JV has any material liability, whether absolute actual or contingent, including any obligations under any Company Benefit Plan, contingent liability with respect to any to: (1) the misclassification of a any Person performing services for the Company or any of its Subsidiaries as an independent contractor rather than as an employee, (2) as an “exempt” employee rather than a “non-exempt” employee (within the meaning of FLSA), (3) with respect to such Person’s status as a leased employee, or (4) with respect to any volunteers, unpaid interns, or any other unpaid workers. (d) Neither the Company, any of its Subsidiaries nor the JV has incurred any liability or obligation under the WARN Act, and the regulations promulgated thereunder, or any similar state or local Law, that remains unsatisfied, except as would not reasonably be expected to have a Company Material Impact. (e) To the Knowledge of the Company, there is no representation petition pending, threatened or anticipated with respect to any employee of the Company, any of its Subsidiaries or the JV. (f) Except as would not reasonably be expected to have a Company Material Impact, to the Knowledge of the Company, no employee of the Company, any of its Subsidiaries or the JV is in violation of any term of any employment Contract, non-disclosure agreement, non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or any of its Subsidiaries or the JV because of the nature of the business conducted or presently proposed to be conducted by the Company or any of its Subsidiaries or to the use of trade secrets or proprietary information of others.

Labor. (a) Neither the Company nor any of its Subsidiaries is a party to, or subject tobound by, or negotiating, any collective bargaining agreement or other agreement collective bargaining relationship with any labor organization, works council union or trade union with respect to any of its or their operationsother employee representative body. No material work stoppage, slowdown or labor strike against the Company or any of its Subsidiaries with respect to Company Employees who There are employed within the United States is pending or has occurred no current (i) and in the last two (2) yearsyears there have been no, andstrikes, to the Knowledge of the Company (i) no material work stoppagestoppages, 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 stoppageslowdowns, 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 lockouts or other union activity or union corporate campaigns of or by any material 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, disputes pending or, to the Knowledge of the Company, threatened relating to against the Company or any employment related matter involving any Company Employeeof its Subsidiaries, 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, (ii) unfair labor practicespractice charges or complaints pending or, misclassificationto the Knowledge of the Company, threatened by or other alleged violations on behalf of Law, except for any employee or group of employees of the Company or any of its Subsidiaries. To the foregoing which would not reasonably be expected Knowledge of the Company, no union organizing activities are underway with respect to have, individually the Company or any of its Subsidiaries nor have any such activities occurred in the aggregatelast two (2) years. (b) In the last two (2) years, a Company Material Adverse Effect. Neither neither the Company nor any of its Subsidiaries have implemented any “mass layoff” or “plant closing” within the meaning of the Worker Adjustment and Retraining Notification Act of 1988 or any similar applicable Law (the “WARN Act”) and, to the Knowledge of the Company, neither the Company nor its Subsidiaries has any plans to undertake any action that would trigger the WARN Act. (c) Except as set forth on Section 4.14(c) of the Schedules, the Company and its Subsidiaries is and in the last three (3) years has been in compliance in all material liabilityrespects with all applicable Laws respecting labor, whether absolute or contingentemployment and employment practices, including any obligations under any Company Benefit Planall Laws respecting terms and conditions of employment, with respect to any misclassification health and safety, wages and hours (including the classification of a Person performing services independent contractors and exempt and non-exempt employees), immigration (including the completion of Forms I-9 for all employees, E-Verify obligations, and the proper confirmation of employee visas), employment harassment, discrimination or retaliation, whistleblowing, leaves, child labor, disability rights or benefits, equal opportunity, plant closures and layoffs (including the WARN Act), employee trainings and notices, workers’ compensation, labor relations, employee leave issues, affirmative action and unemployment insurance. (d) Except as set forth on Section 4.14(d) of the Schedules, there is no Proceeding against the Company or any of its Subsidiaries as an pending, or to any Knowledge of the Company, threatened to be brought or filed, by or with any Governmental Authority or arbitrator, in connection with the employment or engagement of any current or former applicant, employee, consultant, volunteer, intern or individual independent contractor rather than of the Company or any Subsidiary. (e) The Company and its Subsidiaries are not a party to a settlement agreement with a current or former officer, employee or individual independent contractor of the Company or its Subsidiaries that involves allegations relating to discrimination or sexual harassment by either (i) an officer of the Company or its Subsidiaries or (ii) an employee of the Company or its Subsidiaries at the level of manager or above. In the last three (3) years, there have been no written or, to the Knowledge of the Company, non-written material allegations of discrimination or sexual harassment made against any officer or employee of the Company or its Subsidiaries. (f) Section 4.14(f)(i) of the Schedules sets forth (i) all current employees of the Company and its Subsidiaries as of the date hereof, and (ii) for each individual described in clause (i), (A) the individual’s employer, title or position, hire date, base salary or hourly rate, aggregate compensation (including base salary/rate and commission, bonus or other incentive-based compensation), active or inactive status (and, if inactive, the reason for such status (FMLA, etc.)), (B) the fringe benefits provided to each such individual, and (C) whether an employeeemployee has exempt or non-exempt status. Section 4.14(f)(ii) of the Schedules contains a list of all individual independent contractors or consultants of the Company or its Subsidiaries as of the date hereof. As of the date hereof, all compensation, including wages, commissions, bonuses, fees and other compensation, payable to all employees, individual independent contractors or consultants of the Company and its Subsidiaries for services performed on or prior to the date hereof have been paid in full (or accrued in the Ordinary Course of Business). (g) As of the date hereof, to the Knowledge of the Company, no current executive officer of the Company has given notice of termination of employment or otherwise disclosed in writing plans to terminate his or her employment with the Company or any of its Subsidiaries within the twelve (12) month period following the date hereof.

Labor. Neither (i) The Company has provided Parent copies of all collective bargaining agreements, works council agreements, labor union contracts, trade union agreements, and other agreements (each a “Collective Bargaining Agreement”) with any union, works council, or labor organization (each a “Union” and collectively “Unions”) to which the Company or any of its Subsidiaries is a party or by which it is bound. Except as would not reasonably be expected to have a Company Material Adverse Effect, individually or in the aggregate: (A) to the Knowledge of the Company, in the past three years, no Union or group of employees of the Company or any of its Subsidiaries has sought to organize any employees for purposes of collective bargaining, made a demand for recognition or certification, sought to bargain collectively with the Company or any of its Subsidiaries, or filed a petition for recognition with any Governmental Entity (except with respect to any Collective Bargaining Agreement previously provided to Parent); (B) as of this date, no Collective Bargaining Agreement is being negotiated by the Company or, to the Knowledge of the Company, any of its Subsidiaries; (C) in the past three years there have been no actual or, to the Knowledge of the Company, threatened strikes, lockouts, slowdowns, work stoppages, boycotts, handbilling, picketing, walkouts, demonstrations, leafleting, sit-ins, sick-outs, or other forms of organized labor disruption with respect to the Company or any of its Subsidiaries; and (D) each of the employees of the Company and its Subsidiaries has all work permits, immigration permits, visas, or other authorizations required by Law for such employee given the duties and nature of such employee’s employment. (ii) Except as would not reasonably be expected to have a Company Material Adverse Effect, individually or in the aggregate: (i) within the past six (6) years, each person or entity classified by the Company or any of its Subsidiaries as an “independent contractor,” consultant, volunteer, subcontractor, “temp,” leased employee, or other contingent worker is properly classified under all governing Laws, and the Company and its Subsidiaries have fully and accurately reported all payments to all independent contractors and other contingent workers on IRS Form 1099s or as otherwise required by applicable Laws; (ii) within the past six (6) years, each employee classified as “exempt” from overtime under the Fair Labor Standards Act (“FLSA”) and any state laws governing wages, hours, and overtime pay has been properly classified as such, and the Company and its Subsidiaries have not incurred any liabilities under the FLSA or any state wage and hour laws; (iii) within the past six (6) years, each employee not subject to FLSA has been properly categorized according to applicable Law, and has been paid overtime wages consistent with applicable law; (iv) within the past three (3) years, neither the Company nor any of its Subsidiaries is party tohas failed to provide advance notice of layoffs or terminations as required by the Worker Adjustment and Retraining Notification Act or any state or local Laws, or subject toany applicable Law for employees outside the United States, regarding the termination or layoff of employees or has incurred any collective bargaining agreement liability or other agreement with any labor organization, works council or trade union with respect to any obligation which remains unsatisfied under such Laws; (v) the Company and each of its Subsidiaries are in compliance with all applicable Laws relating to labor and employment, including but not limited to all Laws relating to employment practices; the hiring, promotion, assignment, and termination of employees; discrimination; equal employment opportunities; disability; labor relations; wages and hours; hours of work; payment of wages; immigration; workers’ compensation; employee benefits; working conditions; occupational safety and health; family and medical leave; or their operations. No material work stoppageemployee terminations; data privacy and data protection; (vi) there are no pending or, slowdown to the Company’s Knowledge, threatened, lawsuits, grievances, unfair labor practice charges, arbitrations, charges, investigations, hearings, actions, claims, or labor strike proceedings (including without limitation any administrative investigations, charges, claims, actions, or proceedings), against the Company or any of its Subsidiaries with respect to Company Employees who are employed within the United States is pending brought by or has occurred in the last two (2) yearson behalf of any applicant for employment, andany current or former employee, to the Knowledge representative, agents, consultant, independent contractor, subcontractor, or leased employee, volunteer, or “temp” 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 group or Worksite Employees. As class of the date hereof, there are no Legal Actions, government investigationsforegoing, or labor grievances pendingany Governmental Entity, or, to the Knowledge of the Company, threatened relating to any employment related matter involving any Company Employee, Worksite Employee in each case in connection with his 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, misclassificationher affiliation with, or other alleged violations the performance of Lawhis or her duties to, 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 its Subsidiaries, any person alleging to be a current or former employee, any group or class of its Subsidiaries as an independent contractor rather than as an employeethe foregoing, or any Governmental Entity, or alleging violation of any labor or employment Laws, breach of any Collective Bargaining Agreement, breach of any express or implied contract of employment, wrongful termination of employment, or any other discriminatory, wrongful, or tortious conduct in connection with the employment relationship; and (vii) and no individual has been improperly excluded from, or wrongly denied benefits under, any Benefit Plan.

Labor. Neither ACTIVE 218042945 (a) Except as set forth on Schedule 3.15(a), none of the Company nor Acquired Companies is a party to any of its Subsidiaries is party to, labor or subject to, any collective bargaining agreement or other agreement with any labor organizationagreement. (b) Except as set forth on Schedule 3.15(b), works council or trade union with respect to any of its or their operations. No material work stoppagethere are no, 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) yearsand since October 1, and2013, to the Knowledge of the Company there have been no: (i) no material strikes, work stoppage, slowdown stoppages 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, lockouts pending or, to the Knowledge of the Seller, threatened against or involving any Acquired Company, (ii) unfair labor practice charges, material grievances or material complaints pending or, to the Knowledge of the Seller, threatened relating by or on behalf of any employee or group of employees of any Acquired Company or (iii) union organizing efforts or demands for recognition by any labor union pending or, to the Knowledge of the Seller, threatened against or involving any Acquired Company. (c) None of the Acquired Companies is delinquent in any material payments to any of their respective employees for any wages, salaries, commissions, bonuses, severance, termination pay or other direct compensation for any services performed for it to the date hereof or amounts required to be reimbursed to such employees. Except as set forth on Schedule 3.15(c), to the Knowledge of the Seller, there are no material grievances, complaints or charges that have been filed against any Acquired Company under any dispute resolution procedure that have not been dismissed. Each of the Acquired Companies is and has been in compliance in all material respects with all applicable Laws that relate to employment, equal employment related matter involving any Company Employeeopportunity (including Laws prohibiting employment discrimination, Worksite Employee harassment or applicantretaliation), wages, hours, leaves, workers’ compensation, disability, occupational safety and health, immigration, collective bargaining and plant closings and layoffs (including the WARN Act and similar state and local Laws). (d) The Seller has delivered to the Buyer a schedule that sets forth, as of the date hereof, a true, complete and correct list of (i) all employees of each of the Acquired Companies, and (ii) the position, date of hire, visa status (if applicable), current annual rate of compensation (or with respect to employees compensated on an hourly or per diem basis, the base hourly or per diem rate of compensation), including charges any estimated or target annual incentive compensation of unlawful discrimination, retaliation each such employee. No employee at the level of manager or harassment, failure to provide reasonable accommodation, denial above 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 Acquired Companies has informed any of the Acquired Companies or any of their Affiliates of any intent to terminate his or her employment with any Acquired Company. (e) Except as set forth on Schedule 3.15(e), there is no current employee of any of the Acquired Companies who as of the date hereof is absent because of disability or other leave. (f) The employment of each of the current employees of each of the Acquired Companies is terminable by the Acquired Companies at will (excluding any severance obligations of the Acquired Companies that may become payable to such employees in accordance with Seller policies and past practices of the Acquired Companies). (g) Schedule 3.15(g) contains a true and complete list as of the date hereof, to be expected to haveupdated through the Closing, individually of each current or in the aggregate, a Company Material Adverse Effect. Neither former employee of the Company nor any and the Subsidiaries, and every other current or former employee 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 Seller or any of its Subsidiaries Affiliates who is or was employed at the same plant, facility or other site of employment as any such current or former employee, in each case: (x) whose employment has terminated involuntarily or who has been laid off within the 180-day period prior to the date hereof, including the date of such termination or layoff and an independent contractor rather than indication of the reason therefore (e.g., for cause, reduction in force); (y) whose hours of work have been materially reduced within the 180-day period prior to the Closing Date, including the date of any such reduction; or (z) who is otherwise on layoff as an employeeof the Closing Date and the ACTIVE 218042945 date of such layoff, and accurately and completely sets forth for each such employee the following: (i) name, (ii) name of employer, (iii) location of employment (e.g., facility, city and state), and (iv) whether the employee is or was represented by a labor organization.

Labor. Neither (a) Within the three (3) years preceding the date of this Agreement (i) the Company nor has not experienced any of its Subsidiaries is party tostrike, 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 lockout, or other material 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) yearsdispute, and, to the Knowledge of the Company (i) Company, no material such strike, work stoppage, slowdown lockout or other material labor strike against the Company or any of its Subsidiaries with respect to Company Employees who are employed within the United States dispute is threatened and currently threatened; (ii) no material work stoppage, slowdown or labor strike against the Company has not experienced any material grievance, claim of unfair labor practices, 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 other collective bargaining dispute; and (Biii) to the Knowledge of the Company, there is no union organizing activity, Legal Action, election petition, union card signing activity has been made or other union activity threatened by or union corporate campaigns on behalf of or by any labor organization, trade union or works council directed at the Company or any of its Subsidiariescouncil, or any Company Employees or Worksite Employees. As trade association with respect to employees of the date hereofCompany. The Company is not and has not, there are no Legal Actionsat any time, government investigationsbeen bound by any collective bargaining or similar agreement, or labor grievances pending, orand, to the Knowledge of the Company, threatened relating there are no organizational campaigns, petitions, or other unionization activities seeking to any employment related matter involving authorize representation of any Company Employee. (b) The Company has not implemented any employee layoffs in the three (3) years preceding the date of this Agreement that would be reasonably likely to implicate the Worker Adjustment Retraining and Notification Act of 1988, Worksite Employee as amended, or applicantany similar Law (collectively, the “WARN Act”). (c) There are no Proceedings against the Company 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 charges of unlawful discrimination, retaliation or harassment, failure any claim relating to provide reasonable accommodation, denial of a leave of absence, failure to provide compensation or benefits, unfair labor practices, misclassificationemployment discrimination, or other alleged violations of Lawharassment, except for any of the foregoing which would not reasonably be expected to haveretaliation, 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 Planequal pay, with respect to payment of wages, salary or overtime pay or any misclassification of a Person performing services other similar employment related matter arising under applicable employment Laws. (d) The Company is, and has been for the three (3) years preceding the date of this Agreement, 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 has properly classified its Service Providers as “employees” or any of its Subsidiaries “independent contractors” and as an independent contractor rather than as an employee“exempt” or “non-exempt” for all purposes and has properly reported all compensation paid to such Service Providers for all purposes.

Labor. Except as described in the Prospectus, (A) Neither the Company nor any of its Subsidiaries U.S. domestic subsidiaries is party to, to or subject to, bound by any collective bargaining agreement or other agreement with any labor organization, works council (B) to the knowledge of the Company and its subsidiaries, no union organizing activities are taking place that could, individually or trade union with respect in the aggregate, reasonably be expected to any of its or their operations. No material have a Material Adverse Change, (C) no labor strike, work stoppage, slowdown or other material labor strike dispute is pending 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, andsubsidiaries or, to the Knowledge of the Company (i) no material work stoppageCompany’s and its subsidiaries’ knowledge, slowdown or labor strike threatened against the Company or any of its Subsidiaries with respect subsidiaries that would, individually or in the aggregate, have a Material Adverse Change, (D) there is no workers’ compensation liability, experience or matter that would have a Material Adverse Change, (E) to the knowledge of the Company Employees who are employed within the United States and its subsidiaries, there is no threatened and (ii) no material work stoppage, slowdown or labor strike pending liability 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) subsidiaries pursuant to the Knowledge Worker Adjustment Retraining and Notification Act of the Company1988, 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 Subsidiariesas amended, or any Company Employees similar state 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 havelocal law that would, individually or in the aggregate, have a Company Material Adverse Effect. Neither the Company nor Change, (F) there is no employment related charge, complaint, grievance, investigation, unfair labor practice claim or inquiry of any of its Subsidiaries has any material liabilitykind, whether absolute or contingent, including any obligations under any Company Benefit Plan, with respect to any misclassification of a Person performing services for pending against the Company or any of its Subsidiaries as an independent contractor rather subsidiaries that would, individually or in the aggregate, have a Material Adverse Change, (G) to the knowledge of the Company and its subsidiaries, no employee or agent of the Company or any of its subsidiaries has committed any act or omission giving rise to liability for any violation identified in subsection (E) and (F) above, other than as an employeesuch acts or omissions that would not, individually or in the aggregate, have a Material Adverse Change and (H) no term or condition of employment exists through arbitration awards, settlement agreements or side agreement that is contrary to the express terms of any applicable collective bargaining agreement.

Labor. Neither Section 4.9 of the Company nor any Disclosure Letter sets forth, as of its Subsidiaries is party tothe date hereof, or subject to, all Collective Bargaining Agreements. “Collective Bargaining Agreement” means any collective bargaining agreement or any other labor-related 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 organization to which the Company or any of its Subsidiaries is a party. No Collective Bargaining Agreement currently is being negotiated except for Collective Bargaining Agreements that expire in 2007. None of the Company or its Subsidiaries has any obligation to inform and/or consult with any employees or their representatives in respect of the transactions contemplated hereby under the terms of any Collective Bargaining Agreement. None of the Company or its Subsidiaries is in breach of any Collective Bargaining Agreement other than any such breach that has not had and would not reasonably be expected to have a Company Employees who are employed within Material Adverse Effect. Except as has not had and would not reasonably be expected to have a Company Material Adverse Effect, since January 31, 2004, there has not been any work stoppage, slowdown, lockout, employee strike or, to the United States is pending Company’s knowledge, labor union organizing activity involving any of the Company or has occurred in the last two (2) years, its Subsidiaries and, to the Knowledge Company’s knowledge, none of the foregoing or any labor dispute or Action that has had or would reasonably be expected to have a Company Material Adverse Effect, has been threatened. The Company and its Subsidiaries are operating the business of the Company (i) no material work stoppage, slowdown or labor strike against the Company or any of and its Subsidiaries in compliance with respect all Labor Laws other than non-compliance which has not had and would not reasonably be expected to have a 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) yearsMaterial Adverse Effect. 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’s knowledge, there are no Legal Actions, government investigations, ongoing union certification drives or labor grievances pending, or, pending proceedings for certifying a union with respect to the Knowledge employees 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 employeeSubsidiaries.

Labor. Neither (a) Except as set forth on Section 4.15(a) of the Company nor Seller Disclosure Schedule and solely with respect to the Topping Operations, Seller is not a party to any of its Subsidiaries is party to, labor or subject to, any collective bargaining agreement (“Labor Agreements”) covering any employee or other agreement with any labor organization, works council or trade union with respect to any group of its or their operationsemployees of Seller. 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 [***] (2b) years, and, to the Knowledge Except as set forth on Section 4.15(b) of the Company Seller Disclosure Schedule, (i) there are no, and within the last three (3) years there have been no material strikes, work stoppagestoppages, 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 stoppageslowdowns, 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 pendinglockouts, 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 picketing or other union activity or union corporate campaigns of or by any similar 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, activities pending or, to the Knowledge of the CompanySeller, threatened against or involving Seller (solely with respect to the Topping Operations), and (ii) there are no material unfair labor practice charges, grievances or complaints pending or, to the Knowledge of Seller, threatened before a Governmental Authority by or on behalf of any Business Employee or group of Business Employees who work at the locations where the Refinery Operations take place. (c) Seller (solely with respect to the Topping Operations) is in compliance in all material respects with all applicable Laws respecting employment practices, terms and conditions of employment, wages and hours and employees, including, without limitation, nondiscrimination laws and WARN. Within the last three (3) years prior to the date hereof, Seller has not implemented any plant closing or mass layoff for which it or any of its Affiliates had or could have any Liability under WARN, nor has Seller engaged in or implemented any actions for which it or any of its Affiliates had or could have any liability under the DWA. All Business Employees are properly classified as employees and no individual providing services exclusively to the Refinery Operations is classified as an independent contractor. (d) Seller has properly completed and retained a Form I-9 with respect to each Business Employee, to the extent required by applicable Law, and all such Business Employees are legally eligible to work in the United States. Within the past two (2) years prior to the date hereof, there has not been pending against Seller a material Legal Proceeding from the United States Department of Homeland Security, including Immigration and Customs Enforcement, (or any predecessor thereto, including the United States Customs Service or the Immigration and Naturalization Service) or any other material immigration-related enforcement Legal Proceeding. (e) Except as disclosed on Section 4.15(e) of the Seller Disclosure Schedule since January 1, 2017, there has been no material pending or threatened Legal Proceedings against Seller in connection with the employment of any current or former applicant, employee, consultant, or independent contractor of the Topping Operations, including, without limitation, any charge, investigation, or 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, misclassificationequal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, employee classification, child labor, hiring, promotion, and termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence, unemployment insurance, or any other alleged violations of employment related matter arising under applicable 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 (a) Except as disclosed in Section 3.16(a) of the Company nor any Disclosure Letter, none of its Subsidiaries the Acquired Companies is a party to, or subject to, to any collective bargaining agreement or other agreement collective bargaining relationship with any labor organization. No labor strike, works council slowdown, lockout, picketing or trade union with respect to work stoppage 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 Acquired Companies is pending or has occurred in the last two (2) yearsor, 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, threatened, and since January 1, 2014, there is has been no such action pending or, to the Knowledge of the Company, threatened. Except as set forth in Section 3.16(a) of the Company Disclosure Letter, to the Knowledge of the Company, no union organizing activity, Legal Action, election petition, union card signing or other union activity or union corporate campaigns of or by activities involving any labor organization, trade union or works council directed at the Company or organization and any employees of any of its Subsidiaries, the Acquired Companies are pending or threatened against any Company Employees or Worksite Employees. As of the Acquired Companies as of the date hereofof this Agreement. (b) Except as disclosed in Section 3.16(b)(i) of the Company Disclosure Letter, there are each of the Acquired Companies is, and since January 1, 2014 has been, in compliance, in all material respects, with all applicable Laws relating to the employment of labor, including all such Laws relating to wages, hours, collective bargaining, discrimination, civil rights, immigration, safety and health, workers’ compensation and the collection and payment of income withholding, classification of employees and contractors, social security Taxes and other Taxes. Except as disclosed in Section 3.16(b)(ii) of the Company Disclosure Letter, since January 1, 2014, no Legal ActionsAcquired Company has implemented any facility closing or employee layoffs requiring advance notice under the Worker Adjustment and Retraining Notification Act of 1988 or any similar Law. (c) Except as disclosed in Section 3.16(c)(i) of the Company Disclosure Letter, government investigations, no material unfair labor practice charge or labor grievances pending, complaint is 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 against any of the foregoing which Acquired Companies. Except as disclosed in Section 3.16(c)(ii) of the Company Disclosure Letter, (i) there are no material outstanding claims against any Acquired Company (whether under regulation, contract, policy or otherwise) pending by or on behalf of any present or former employee or job applicant of any Acquired Company on account of or for any labor, workplace, wage and hour, safety, pay equity, discrimination matters, or tax withholding involving any employee of any Acquired Company that would not reasonably be expected to haveresult in Liability to an Acquired Company in excess of One Hundred Thousand Dollars ($100,000), individually and (ii) to the Knowledge of the Company, no Person has asserted or threatened in the aggregate, a Company Material Adverse Effect. Neither writing any such claims against any Acquired Company. (d) Section 3.16(d) of the Company nor any Disclosure Letter sets forth a list as of its Subsidiaries has any material liabilitythe date of this Agreement of each Key Employee’s (i) title, whether absolute (ii) annual salary or contingentwage rate, including any obligations under any Company Benefit Plan(iii) annual target bonus opportunity, 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 employeeand (iv) annual target long-term incentive award opportunity.

Labor. Neither Except as set forth in Section 3.13 of the Company Disclosure Schedule: (a) none of Company or its Subsidiaries is a party to any collective bargaining agreement or similar arrangement with any labor union, including any memorandum of understanding or neutrality agreement, applicable to employees of any of Company or its Subsidiaries, nor is any such agreement currently being negotiated; (b) no work stoppage, strike, slowdown or similar labor dispute involving any of Company or its Subsidiaries is pending, has occurred in the two years preceding the date hereof or, to the Knowledge of Company, is threatened; (c) to the Knowledge of Company, no union organization effort is presently being made or threatened on behalf of any labor union with respect to employees of Company or its Subsidiaries; (d) there is no material unfair labor practice charge or complaint pending or, to the Knowledge of Company or its Subsidiaries, threatened against or otherwise affecting Company or its Subsidiaries; (e) neither Company nor any of its Subsidiaries is a party to, otherwise bound by, or the subject to, of any collective bargaining agreement or other agreement consent decree with any labor organization, works council Governmental Entity relating to employees or trade union with respect to any of its or their operations. No material work stoppage, slowdown or labor strike against the employment practices; (f) neither Company or nor any of its Subsidiaries has effectuated a “plant closing” or “mass layoff” since January 1, 2006 that gave rise or would reasonably be expected to give rise to any material liability under the Worker Adjustment and Retraining Notification Act of 1988 (together with respect to any similar state or local law, rule or regulation, “WARN”); and (g) 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 and its Subsidiaries are operating the Business in compliance 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 all Labor Laws relating to any employees or 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 than non-compliance which would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. Neither the Company nor “Labor Laws” means any applicable Law relating to employment standards, health and safety, labor relations, unemployment and workers’ compensation insurance, equal opportunity, and/or wages, hours and terms and conditions 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 employeeemployment.

Labor. (a) Neither the Company nor any of its the Subsidiaries is a party to, to any labor 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 agreement. (b) There is no organizing activity involving 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 by any labor organization or group of employees. (c) During the three (3) year period preceding the date of this Agreement there has not been, nor is there pending or, to the Knowledge of the Company, threatened in writing, any employment related matter material labor dispute between the Company or any Subsidiary and any labor organization, or any strike, work stoppage, work slowdown or lockout involving any employee of, or affecting, the 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, any Subsidiary. There are no unfair labor practicespractice charges, misclassificationgrievances or complaints pending or, to the Knowledge of the Company, threatened by or other alleged violations on behalf of Law, except for any employee or group of employees of the Company or any of the foregoing which Subsidiaries, except in each case as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (d) The Company and the Subsidiaries are in compliance in all material respects with all applicable Laws relating to terms and conditions of employment, labor relations, wages and hours, equal employment opportunities, fair employment practices, immigration and occupational health and safety. To the Knowledge of the Company, no individual who has performed services for the Company or the Subsidiaries has been improperly excluded from participation in any Company Benefit Plan. Neither the Company nor any of its the Subsidiaries has any material direct or indirect liability, whether absolute actual or contingent, including any obligations under any Company Benefit Plan, with respect to any the misclassification of a Person performing services for the Company or any of its Subsidiaries person as an independent contractor rather than as an employee, or as exempt rather than as non-exempt, or with respect to any employee leased from another employer. There has not been a “mass layoff” or “plant closing” (as defined by the Worker Adjustment and Retraining Notification Act of 1988 and any similar foreign, state or local laws) with respect to the Company or the Subsidiaries within the six (6) months preceding the date of this Agreement.

Labor. Neither (a) Except as set forth on Section 4.13(a) of the Seller Disclosure Schedule, each member of the Company nor Group is and since January 1, 2023 has been in compliance, in all material respects, with all applicable Laws governing the employment of labor, including all contractual commitments and all such Laws relating to discrimination or harassment in employment; terms and conditions of employment; termination of employment; wages; overtime classification; hours; meal and rest breaks; occupational safety and health; plant closings; employee whistle-blowing; immigration and employment eligibility verification; employee privacy; defamation; background checks and other consumer reports regarding employees and applicants; employment practices; negligent hiring or retention; affirmative action and other employment-related obligations on federal contractors and subcontractors; classification of employees, consultants and independent contractors; labor relations; collective bargaining; unemployment insurance; the collection and payment of withholding and/or social security taxes and any similar tax; employee benefits; and workers’ compensation (collectively, “Employment Matters”). (b) Each member of its Subsidiaries the Company Group is party not delinquent in any material payments to, or subject toon behalf of, any collective bargaining agreement current or other agreement with former employees or independent contractors for any labor organizationservices or amounts required to be reimbursed or otherwise paid. (c) Except as set forth on Section 4.13(c) of the Seller Disclosure Schedule, works council there are no, and since January 1, 2023, there have been no, pending, 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 pendingSeller, threatened in writing, material lawsuits, arbitrations, administrative charges, controversies, grievances or has occurred in the last two (2) years. As of the date hereofclaims by any employee, (A) none independent contractor, former employee, or former independent contractor of the Company Employees Group before the National Labor Relations Board, the Equal Employment Opportunity Commission or Worksite Employees are represented by a labor organization, works council any other Governmental Authority or trade union and arbitration board or panel relating to any Employment Matters. (Bd) to the Knowledge Except as set forth on Section 4.13(d) of the CompanySeller Disclosure Schedule, 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 as of the date hereof, there are no Legal Actionsno, government investigationsand since January 1, 2023, there have been no, pending, or to the Knowledge of the Seller, threatened in writing, investigations or audits by any Governmental Authority relating to any Employment Matters of the Company Group. No member of the Company Group is a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to any Employment Matters. (e) No member of the Company Group is a party to, or bound by, or negotiating any Collective Bargaining Agreement. To the Knowledge of the Seller, (a) as of the date hereof, no union material organizing activities are underway or threatened with respect to any member of the Company Group and (b) no such activities have occurred since January 1, 2023. There are no (i) strikes, work stoppages, work slowdowns, lockouts or other material labor grievances pending, disputes pending or, to the Knowledge of the CompanySeller, threatened relating against any member of the Company Group and no such disputes have occurred since January 1, 2023, or (ii) unfair labor practice charges pending with the U.S. National Labor Relations Board or any comparable labor tribunal as of the date of this Agreement or, to the Knowledge of the Seller, threatened as of the date of this Agreement, by or on behalf of any employee or group of employees of any member of the Company Group, in each of the forgoing clauses (i) and (ii), that have been material to the Company Group, taken as a whole. (f) Since January 1, 2023, no member of the Company Group has implemented any “plant closings” or “mass layoffs” as defined under the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar or related Law (collectively, the “WARN Act”) that triggered the WARN Act without complying in all material respects with the WARN Act. (g) Section 4.13(g)(i) of the Seller Disclosure Schedule contains a true, correct and complete list, as of the date hereof, of (i) all employees of the Company Group by name or employee ID, (ii) each such employee’s gross compensation (including annual bonuses) with respect to the most recently completed fiscal year, (iii) annual salary or hourly wage rate (as applicable), (iv) job title, (v) FLSA exempt or non-exempt classification, (vi) work location, (vii) full-time or part-time status, (viii) each such employee who is on a leave of absence (and, if so, the nature of such leave and the expected date of return to work, if any), (ix) visa status (if and as applicable), and (x) date of hire. To the Knowledge of the Seller, no executive-level employee intends to terminate their employment, retire or otherwise seek employment related matter involving any outside of the Company EmployeeGroup. Section 4.13(g)(ii) of the Seller Disclosure Schedule contains a true, Worksite Employee correct and complete list, as of the date hereof, of the name of each individual engaged by the Company Group as an independent contractor, together with such individual’s compensation arrangement with the Company Group, and whether such individual has entered into a written agreement regarding his or applicanther contractor engagement. (h) Each member of the Company Group has promptly, including charges of unlawful thoroughly and impartially investigated all sexual harassment, or other discrimination, retaliation or harassmentpolicy violation allegations involving any employee, failure to provide reasonable accommodationindependent contractor, denial of a leave of absencedirector, failure to provide compensation or benefits, unfair labor practices, misclassificationofficer, or other alleged violations of Law, except for any agent of the foregoing Company Group of which would the Company Group is aware or has been made aware. With respect to each such allegation with potential merit, the Company Group has taken prompt corrective action that is reasonably calculated to prevent further improper action. The Company Group does 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 expect any material liability, whether absolute or contingent, including any obligations under any Company Benefit Plan, losses with respect to any misclassification such allegations and is not aware of a Person performing services for any allegations relating to officers, directors, employees, contractors, or agents of the Company or any Group, that, if known to the public, would bring the Company Group into material disrepute. (i) All employees of its Subsidiaries as an independent contractor rather than as an employeethe Company Group who are working in the United States are legally authorized to work in the United States. Since January 1, 2023, each member of the Company Group has properly completed and retained employment verification paperwork required under applicable Law, including I-9 forms under the Immigration Reform and Control Act of 1986, for all employees.

Labor. Neither (a) Except as set forth on Section 3.14 of the Company nor any of Disclosure Letter, the Company and its Subsidiaries is are neither party to, or subject tonor bound by, any labor agreement, collective bargaining agreement agreement, work rules or practices, or any other agreement material labor-related agreements or arrangements with any labor union, labor organization, employee organization or works council; there are no labor agreements, collective bargaining agreements, work rules or practices, or any other material labor-related agreements or arrangements to which the Company is bound that pertain to any of the employees of the Company or its Subsidiaries; and no employees of the Company or its Subsidiaries are represented by any labor union or labor organization or works council or trade union with respect to any of its or their operations. No material work stoppage, slowdown or labor strike against employment with 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) yearsSubsidiaries. 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 To the Knowledge of the Company, in the past three (3) years, there is have been no labor organizing activity, Legal Action, election petition, union card signing or other union activity or union corporate campaigns activities with respect to any employees of or by any labor organization, trade union or works council directed at the Company or its Subsidiaries. (b) Except as would not reasonably be expected to result in a Company Material Adverse Effect, there are (i) no unfair labor practice complaints pending or threatened against the Company or its Subsidiaries before the National Labor Relations Board or any of other labor relations tribunal or authority, and (ii) no labor strikes, lock outs, material grievances, material arbitrations, labor disputes, slowdowns or stoppages against or affecting the Company or its Subsidiaries, or any Company Employees or Worksite Employees. As of the date hereof, there are and no Legal Actions, government investigations, or labor grievances pending, ordispute is, 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 threatened. (c) Except as would not reasonably be expected to have, individually or result in the aggregate, a Company Material Adverse Effect. Neither , the Company nor any of and its Subsidiaries has any material liabilityare and have been in compliance with all Laws respecting (i) labor, whether absolute or contingentemployment and employment practices, including but not limited to, the Workers’ Adjustment and Retraining Notification Act (and any obligations under any Company Benefit Plansimilar foreign, with respect to any misclassification provincial, state or local Law) (the “WARN Act”), and (ii) terms and conditions of a Person performing services for the Company employment, health and safety, wages and hours, child labor, immigration, employment discrimination, disability rights or any of its Subsidiaries as an independent contractor rather than as an employeebenefits, equal opportunity, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues and unemployment insurance.

Labor. Neither Except as set forth in Section 4.13 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries Subsidiary is a party to, or subject to, to any collective bargaining agreement or other similar agreement with any labor organizationorganization or other representative of any Company Employees, works council or trade union with respect to nor is any of its or their operations. No material work stoppage, slowdown or labor strike against such agreement being negotiated by 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, (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 Actionsmaterial strikes, government investigationsmaterial work stoppages, slowdowns, lockouts or similar material labor grievances pending, disputes pending or, to the Knowledge of the Company, threatened relating to any employment related matter involving any in writing against the 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 its Subsidiaries. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither , there are no (a) unfair labor practice complaints pending against the Company nor or any Subsidiary before the National Labor Relations Board or any other labor relations tribunal or authority, (b) to the Knowledge of the Company, union organizing efforts regarding any Company Employees, or (c) liabilities or obligations under the Worker Adjustment and Retraining Notification Act and the regulations promulgated thereunder or any similar state or local Law that remain unsatisfied. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, as of the date of this Agreement, there are no pending or, to the Knowledge of the Company, threatened actions or proceedings relating to employees or employment practices. Except for such instances of noncompliance as would not have a Material Adverse Effect, each of the Company and its Subsidiaries is, and has been during the past three (3) years, in compliance in all respects with all federal, state, local and foreign Laws regarding labor, employment and employment practices. To the Knowledge of the Company, each employee, officer, director and consultant of the Company and any of its Subsidiaries has any material liabilityall work permits, whether absolute immigration permits, visas, or contingentother authorizations required by applicable Law for such service provider given the duties and nature of such service provider’s services. To the Knowledge of the Company, including any obligations under any Company Benefit Plan, a properly completed Form I-9 is on file with respect to any misclassification each employee of a Person performing services for the Company and its Subsidiaries. To the Knowledge of the Company, except as otherwise provided in the SEC Reports prior to the date of this Agreement, no senior employee of the Company or any of its Subsidiaries as an independent contractor rather than as an employeehas given written notice to the Company or any of its Subsidiaries that such employee intends to terminate his or her employment.

Labor. Neither the (a) The Company nor any of and its Subsidiaries is party are, and have been for the past three years, in compliance with all Applicable Laws relating to labor and employment, including, but not limited to, or subject tothose relating to labor management relations, any collective bargaining agreement or other agreement with any labor organizationdiscrimination, works council or trade union with respect sexual harassment, civil rights, affirmative action, immigration, safety and health (collectively, the “Employment Laws”), except, in each case, as would not reasonably be likely to any of its or their operationshave a Material Adverse Effect. No material work stoppageaction, slowdown suit, investigation, audit, proceeding or labor strike claim (other than routine claims for benefits) involving the Employment Laws is pending against or involves or is threatened against or threatened to involve, the Company or any of its Subsidiaries with respect before any arbitrator or any Governmental Authority, except, in each case, as would not reasonably be likely to Company Employees who are employed within the United States is pending or has occurred in the last two have a Material Adverse Effect. (2b) years, and, to the Knowledge Section 4.19(b) of the Company (i) no material work stoppage, slowdown or labor strike against the Company or Disclosure Schedule lists each Collective Bargaining Agreement and 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, pending or, to the Knowledge Company’s Knowledge, threatened material labor representation request with respect to any Service Provider. For each Collective Bargaining Agreement set forth in Section 4.19(b) of the CompanyCompany Disclosure Schedule, threatened relating the Company has made available to any employment related matter involving any Company Employee, Worksite Employee or applicant, including charges Parent a copy 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. such agreement. (c) Neither the Company nor any of its Subsidiaries has failed to comply with the provisions of any material liabilityCollective Bargaining Agreement, whether absolute or contingent, including any obligations under any Company Benefit Plan, with respect to any misclassification of a Person performing services for and there are no grievances outstanding against the Company or any of its Subsidiaries under any such agreement, except, in each case, as an independent contractor rather than would not reasonably be likely to have a Material Adverse Effect. As of the date hereof, there is no labor strike, slowdown, stoppage, picketing, interruption of work or lockout pending or, to the Company’s Knowledge, threatened against or affecting the Company or any of its Subsidiaries, except, in each case, as an employeewould not reasonably be likely to have a Material Adverse Effect. (d) The consent or consultation of, or the rendering of formal advice by, any labor or trade union, works council or other employee representative body is not required for the Company to enter into this Agreement or to consummate any of the transactions contemplated hereunder. (e) Neither the Company nor any of its Subsidiaries has taken any action that would reasonably be expected to cause Parent or any of its Affiliates to have any liability or other obligation following the Effective Time under WARN, except, in each case, as would not reasonably be likely to have a Material Adverse Effect.

Labor. Neither (a) The Company and its Subsidiaries are, and have been since the Applicable Date, in compliance with all applicable Law relating to labor and employment, including, but not limited to, those relating to labor management relations, discrimination, sexual harassment, civil rights, affirmative action, immigration, safety and health, except as would not reasonably be likely to have a Material Adverse Effect. (b) Section 3.18(b) of the Company nor Disclosure Letter lists each Collective Bargaining Agreement and any of its Subsidiaries is party topending or, or subject toto the Company’s Knowledge, any collective bargaining agreement or other agreement with any threatened material labor organization, works council or trade union representation request with respect to any employee 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 For each Collective Bargaining Agreement set forth in Section 3.18(b) of the date hereofCompany Disclosure Letter, there are no Legal Actions, government investigations, or labor grievances pending, or, the Company has made available to the Knowledge Buyer a copy 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. such agreement. (c) Neither the Company nor any of its Subsidiaries has failed to comply with the provisions of any material liabilityCollective Bargaining Agreement, whether absolute or contingent, including any obligations under any Company Benefit Plan, with respect to any misclassification of a Person performing services for and there are no grievances outstanding against the Company or any of its Subsidiaries under any such agreement, in each case except as an independent contractor rather than would not reasonably be likely to have a Material Adverse Effect. There is no labor strike, slowdown, stoppage, picketing, interruption of work or lockout pending or, to the Company’s Knowledge, threatened against or affecting the Company or any of its Subsidiaries, except as an employeewould not reasonably be likely to have a Material Adverse Effect. (d) The consent or consultation of, or the rendering of formal advice by, any labor or trade union, works council or other employee representative body is not required for the Company to enter into this Agreement or to consummate any of the Transactions, except as would not reasonably be likely to have a Material Adverse Effect. (e) Neither the Company nor any of its Subsidiaries has taken any action that would reasonably be expected to cause Buyer or any of its Affiliates to have any material liability or other obligation following the Closing Date under WARN, except as would not reasonably be likely to have a Material Adverse Effect.

Labor. Neither (a) Except as set forth on Section 3.17(a) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries Subsidiary thereof is a party to, to any labor or subject to, any collective bargaining agreement in respect of any employee or other agreement with any labor organization, works council or trade union with respect to any group of its or their operations. No material work stoppage, slowdown or labor strike against employees of the Company or any of a Subsidiary thereof. The Company and its Subsidiaries are (i) in compliance with respect to Company Employees who are employed within the United States is pending each labor or has occurred in the last two (2collective bargaining agreement set forth on Section 3.17(a) 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 Disclosure Schedule and (ii) no material work stoppage, slowdown or labor strike against the Company or any of its Subsidiaries with respect have timely made all contributions to Company Employees who are employed outside the United States each Benefit Plan to which it is pending, threatened or has occurred in the last two obligated to contribute pursuant to such agreements. (2b) years. As of the date hereof, (AExcept as set forth on Section 3.17(b) none of the Company Employees or Worksite Employees Disclosure Schedule, (i) there are represented by a labor organizationno, works council or trade union and within the last three (B3) to the Knowledge of the Companyyears there have been no material strikes, there is no organizing activitywork stoppages, Legal Actionwork slowdowns, election petitionlockouts, union card signing picketing or other union activity or union corporate campaigns of or by any similar 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, activities pending or, to the Knowledge of the Company, threatened relating against or involving the Company or any Subsidiary thereof, (ii) 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 or a Subsidiary thereof before a Governmental Authority. (c) The Company and each Subsidiary thereof is in compliance in all material respects with all applicable Laws respecting employment related matter involving any Company Employee(including employment practices, Worksite Employee or applicantterms and conditions of employment and wages and hours), including charges of unlawful discrimination, retaliation or harassment, except where the 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 be in compliance would not have or reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. Neither . (d) Except as set forth in Section 3.17(d) of the Company nor Disclosure Schedule, the Company has not incurred any Withdrawal Liability as a result of a Withdrawal Liability Event occurring prior to the date hereof and no Withdrawal Liability Event will occur as a result of the occurrence of the Closing of the Transaction (but without giving effect to any actions taken by or at the direction of Purchaser or its Subsidiaries Affiliates (including, following the Closing, the Company and its Subsidiaries)). (e) To the Knowledge of the Company, no Person has undertaken any material liability, whether absolute or contingent, including any obligations under any Company Benefit Plan, union organization efforts 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 employeewithin the last twelve months.

Labor. Neither (a) To the Company nor extent any of its Subsidiaries Person is party to, employed 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 engaged by the Company or any of its Subsidiaries with respect to Company Employees who are employed within the United States is pending as an independent contractor or has occurred in the last two leased employee (2) yearsleased from another employer), 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 applicable Subsidiary 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 Lawproperly classified such Person, except for any of the foregoing which as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Any current employee classified as exempt from overtime wages has been properly classified as such by the Company or applicable Subsidiary, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) Neither the Company nor any of its Subsidiaries has any material liability, whether absolute labor contracts or contingent, including collective bargaining agreements with any obligations under Persons employed by the Company or any Company Benefit Plan, with respect to of its Subsidiaries or any misclassification of a Person Persons otherwise performing services primarily for the Company or any of its Subsidiaries, and no employee of the Company or any of its Subsidiaries is covered by any such contracts or agreements. Since June 30, 2011, there has not been, and as an independent contractor rather of the date of this Agreement there is not pending or, to the knowledge of the Company, threatened, any work stoppage or labor strike against the Company or any of its Subsidiaries by employees. (c) To the knowledge of the Company, no labor organization or group of employees of the Company or any of its Subsidiaries has made a pending demand for recognition or certification other than as an employeehas been disclosed by the Company to Parent. There are no (i) unfair labor practice charges or complaints against the Company or any of its Subsidiaries pending before the National Labor Relations Board or any foreign equivalent and, to the knowledge of the Company, no such representations, claims or petitions are threatened, (ii) representation claims or petitions pending before the National Labor Relations Board or any foreign equivalent, or (iii) grievances or pending arbitration proceedings against the Company or any of its Subsidiaries that arose out of or under any collective bargaining agreement, in each case except as would not, or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Labor. Neither (a) Except as set forth on Section 4.10(a) of the Disclosure Schedules, no employee of the Company nor is represented by any of its Subsidiaries is party to, union or subject to, covered 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 operationsagreement. 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 (2Except as set forth on Section 4.10(a) years, and, to the Knowledge of the Company (i) no material work stoppageDisclosure Schedules, 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, (A) none no labor organization or group of employees of the Company Employees has made a pending demand for recognition or Worksite Employees are represented by a certification, or filed an unfair labor organization, works council or trade union and (B) to the Knowledge of practice charge against the Company, and there is are no organizing activityrepresentation or certification proceedings or petitions seeking a representation proceeding, Legal Actionor unfair labor practice charge, election petitionpresently pending or, union card signing to the knowledge of the Seller, threatened to be brought or filed, with the National Labor Relations Board or any other union activity or union corporate campaigns labor relations Governmental Entity. (b) Except as set forth in Section 4.10(b) of or by any labor organizationthe Disclosure Schedules, trade union or works council directed at (i) except as would otherwise be material and adverse to the Company, the Company is, and has been for the past three (3) years, in compliance with all applicable Laws relating to the employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, safety and health, immigration, harassment, classification of employees as exempt/non-exempt, and classification as an independent contractor or any of its Subsidiaries, or any Company Employees or Worksite Employees. As employee and (ii) as of the date hereof, there are no Legal Actions, government investigations, material or labor grievances pending, adverse Actions against the Company filed or, to the Knowledge knowledge of the Seller, threatened in writing to be brought or filed, arising out of, in connection with, or otherwise relating to the employment, or other engagement as a service provider, or termination of employment of any individual by the Company, and there has been no such Actions in the past three (3) years. (c) There have been no strikes or other concerted work stoppages, lockouts or other material labor disputes involving the Company in the past three (3) years. (d) The Company is and has been in compliance with the WARN Act and similar state Laws and has no liabilities pursuant thereto. Seller has not implemented any plant closing or layoff of employees that could implicate the WARN Act within the past six (6) months. (e) Seller has made available to Buyer a complete and accurate list of each employee of the Company as of the date that is no more than five (5) Business Days prior to the date of this Agreement and including, with respect to each such Business Employee, as applicable (i) title or position, (ii) exempt/nonexempt classification, (iii) annual base salary or hourly wage rate, (iv) employing entity, (v) target bonus opportunity, (vi) work location (including city and state), (vii) union affiliation, (viii) date of hire, (ix) active/inactive status, (x) part-time/full-time status, and (xi) whether working on a visa. Seller shall update such information upon reasonable request by Buyer, and within five (5) Business Days of the anticipated Closing Date. (f) The Company (i) is not a party to a settlement agreement with a current or former employee entered into in the past three (3) years that involves allegations relating to sexual harassment by either an officer, director or management level employee of the Company, threatened relating to and (ii) has not received any employment related matter involving allegations of sexual harassment against any Company Employeeofficer, Worksite Employee director 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 management level employee 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 employeeCompany.

Labor. Neither Except as set forth on Section 3.16 of the Company nor any of its Subsidiaries is party to, or subject to, any collective bargaining agreement or other agreement with Sellers Disclosure Schedule: (a) 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 stoppagelabor organization or group of employees has made a pending demand for recognition, slowdown 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 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 pendingTranselec Entities, threatened to be brought or has occurred in filed, with the last two (2) yearsapplicable labor relations tribunal. 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 To the Knowledge of the CompanyTranselec Entities, there is no organizing activity, Legal Action, election petition, union card signing activity involving the Transelec Entities pending 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 Company Employees or Worksite Employees. employees. (b) As of the date hereof, 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 the CompanyTranselec Entities, threatened relating to any employment related matter against or involving any Company Employeethe Transelec Entities. Except as set forth at Section 3.16 of the Sellers Disclosure Schedule, 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, there are no unfair labor practicespractice charges, misclassificationgrievances or complaints pending or, to the Knowledge of the Transelec Entities, threatened by or other alleged violations on behalf of Lawany employee or group of employees, except for any of the foregoing such practice, grievances or complaints which would not reasonably be expected to have, individually or in the aggregate, a Company Transelec Material Adverse Effect. (c) There are no complaints, charges or claims against the Transelec Entities pending or, to Knowledge of the Transelec Entities, threatened that could be brought or filed, with any Governmental Entity 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, except for complaints, changes based on rights established by applicable Laws or claims which would not reasonably be expected to have, individually or in the aggregate, a Transelec Material Adverse Effect. Neither Each of the Company nor any Transelec Entities is in compliance with all Laws relating to the employment of its Subsidiaries has any material liability, whether absolute or contingentlabor, including any obligations under any Company Benefit Planall such Laws relating to wages, with respect hours, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation, loans (including loans made to any misclassification director of the Transelec Entities) and the collection and payment of withholding and/or retirement taxes and any similar tax, except for such breaches which would not reasonably be expected to have, individually or in the aggregate, a Person performing services for the Company or any of its Subsidiaries as an independent contractor rather than as an employeeTranselec Material Adverse Effect.