Common use of Employment Matters Clause in Contracts

Employment Matters. The Company and each of its Subsidiaries is in material compliance with all applicable foreign, federal, state and local laws, rules and regulations respecting employment, employment practices, terms and conditions of employment, worker classification, tax withholding, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, wages (including overtime wages), compensation, and hours of work, and in each case, with respect to Employees, the Company and each of its Subsidiaries: (i) has withheld and reported all amounts required by law or by agreement to be withheld and reported with respect to wages, salaries and other payments to Employees, (ii) is not liable for any arrears of wages, severance pay or any Taxes or any penalty for failure to comply with any of the foregoing, and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any governmental authority, with respect to unemployment compensation benefits, Social Security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice), in each case except for any such liabilities that would not reasonably be expected to result, individually or in the aggregate, in a liability material to the Company and its Subsidiaries, taken as a whole. There are no (x) actions, suits, claims or administrative matters pending or, to the Knowledge of the Company, threatened or reasonably anticipated against the Company, any of its Subsidiaries, or any of their Employees relating to any Employee, Employee Agreement or Company Employee Plan or (y) pending, to the Knowledge of the Company, or threatened or reasonably anticipated claims or actions against Company, any of its Subsidiaries, any Company trustee or any trustee of any Subsidiary under any worker’s compensation policy or long-term disability policy, in each case except that would not, individually or in the aggregate, reasonably be expected to result in material liability to the Company or its Subsidiaries. Neither the Company or any Subsidiary is party to a conciliation agreement, consent decree or other agreement or order with any federal, state, or local agency or governmental authority with respect to employment practices. The services provided by each of the Company’s, each Subsidiary’s and their Controlled Group Affiliates’ Employees are terminable at the will of the Company and its Controlled Group Affiliates and any such termination would result in no liability to the Company or any Controlled Group Affiliate. Section 2.12(l) of the Company Disclosure Schedule lists all material liabilities of the Company to any Employee that result from the termination by the Company, Parent or any of its Subsidiaries of such Employee’s employment or provision of services, a change of control of the Company, or a combination thereof. Neither the Company nor any of its Subsidiaries has any material liability with respect to any misclassification of: (a) any Person as an independent contractor rather than as an employee, (b) any employee leased from another employer, or (c) any employee currently or formerly classified as exempt from overtime wages.

Employment Matters. The Each of the Company and each of its Subsidiaries subsidiaries: (i) is in compliance in all material compliance respects with all applicable foreign, federal, state and local laws, rules and regulations Legal Requirements respecting employment, employment practices, immigration, terms and conditions of employmentemployment and wages and hours, worker classification, tax withholding, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, wages (including overtime wages), compensation, and hours of work, and in each case, with respect to Employees, the Company and each of its Subsidiaries: ; (iii) has withheld and reported all amounts required by law or by agreement to be withheld and reported with respect to from the wages, salaries and other payments to Employees, ; (iiiii) has properly classified independent contractors for purposes of federal and applicable state tax laws and laws applicable to employee benefits; (iv) is not liable for any arrears of wages, severance pay wages or any Taxes taxes or any penalty for failure to comply with any of the foregoing, ; and (iiiv) is not liable for any material payment to any trust or other fund governed by or maintained by or on behalf of to any governmental authority, Governmental Entity with respect to unemployment compensation benefits, Social Security social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). To the Company’s knowledge, in each case except for any such liabilities that would not reasonably be expected to result, individually or in the aggregate, in a liability material to the Company and its Subsidiaries, taken as a whole. There there are no (x) actions, suits, claims or administrative matters pending or, to the Knowledge of the Company, threatened or reasonably anticipated against the Company, any of its Subsidiaries, or any of their Employees relating to any Employee, Employee Agreement or Company Employee Plan or (y) pending, to the Knowledge of the Company, or threatened or reasonably anticipated claims or actions against Company, the Company or any of its Subsidiaries, any Company trustee or any trustee of any Subsidiary subsidiaries under any worker’s workers compensation policy or long-term disability policy. To the Company’s knowledge, no Employee has violated any employment contract, nondisclosure agreement or noncompetition agreement by which such Employee is bound due to such Employee’s employment by the Company or any of its subsidiaries or disclosure to the Company or any of its subsidiaries or use of trade secrets or proprietary information of any other person or entity. All Employees are legally permitted to be employed by the Company or any of its subsidiaries in each case except the United States of America in their current jobs. To the Company’s knowledge, there are no controversies pending or threatened between the Company or any of its subsidiaries, on the one hand, and any Employee, on the other hand, that would not, individually or in the aggregate, be reasonably be expected likely to result in any material liability to the Company or its Subsidiaries. Neither the Company or any Subsidiary is party to a conciliation agreement, consent decree or other agreement or order with any federal, state, or local agency or governmental authority with respect to employment practices. The services provided by each of the Company’s, each Subsidiary’s and their Controlled Group Affiliates’ Employees are terminable at the will of the Company and its Controlled Group Affiliates and any such termination would result in no liability to the Company or any Controlled Group Affiliate. Section 2.12(l) of the Company Disclosure Schedule lists all material liabilities of the Company to any Employee that result from the termination by the Company, Parent or any of its Subsidiaries of such Employee’s employment or provision of services, a change of control of the Company, or a combination thereofsubsidiaries. Neither the Company nor any of its Subsidiaries subsidiaries has any employment contracts, Employee Agreements, or consulting agreements currently in effect that are not terminable at will (other than agreements for the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). Neither the Company nor any of its subsidiaries will have any material liability with respect to any misclassification of: (a) Employee or to any Person organization or any other entity as an independent contractor rather than as an employee, (b) a result of the termination of any employee leased from another employer, or (c) any employee currently or formerly classified as exempt from overtime wagesleasing arrangement.

Employment Matters. The Company and each of its Subsidiaries is in material compliance with all applicable foreign, federal, state and local laws, rules and regulations respecting employment, employment practices, terms and conditions of employment, worker classification, tax withholding, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, wages (including overtime wages), compensation, and hours of work, and in each case, with respect to Employees, Neither the Company and each nor any Company Subsidiary is a party to or otherwise bound by any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization, nor is any such contract or agreement presently being negotiated, nor, to the Knowledge of its Subsidiaries: (i) has withheld and reported all amounts required by law or by agreement to be withheld and reported with respect to wagesthe Company, salaries and other payments to Employeesis there, (ii) is not liable for any arrears of wages, severance pay or any Taxes or any penalty for failure to comply with a representation campaign respecting any of the foregoing, and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf employees of any governmental authority, with respect to unemployment compensation benefits, Social Security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice), in each case except for any such liabilities that would not reasonably be expected to result, individually or in the aggregate, in a liability material to the Company and its or any of the Company Subsidiaries. As of the Agreement Date, taken as a whole. There are there is no (x) actions, suits, claims or administrative matters pending or, to the Knowledge of the Company, threatened threatened, labor strike, dispute, walkout, work stoppage, slow-down or reasonably anticipated against lockout involving the Company, any of its Subsidiaries, Company or any of their Employees relating the Company Subsidiaries which, individually or in the aggregate, has had or would reasonably be expected to any Employeehave a Company Material Adverse Effect. There are no Legal Proceedings, Employee Agreement government investigations or Company Employee Plan or (y) labor grievances pending, or to the Knowledge of the Company, or threatened or reasonably anticipated claims filed with or actions against Companyby any Governmental Body, relating to or in connection any of its Subsidiaries, employment related matter involving any Company trustee Employee or any trustee applicant, including charges of any Subsidiary under any worker’s unlawful discrimination, retaliation or harassment, failure to provide reasonable accommodation, denial of a leave of absence, wage and hours of work, failure to provide compensation policy or long-term disability policybenefits, in each case unfair labor practices, improper classification, immigration, employee health and safety, leasing and supply of temporary and contingent staff, engagement of independent contractors, or other alleged violations of Law (including the classification and compensation for purposes of the Fair Labor Standards Act and cognate state law) except that as would not, individually or in the aggregate, have had or reasonably be expected to result in material liability to have a Company Material Adverse Effect. To the Company or its Subsidiaries. Neither the Company or any Subsidiary is party to a conciliation agreement, consent decree or other agreement or order with any federal, state, or local agency or governmental authority with respect to employment practices. The services provided by each Knowledge of the Company’s, each Subsidiary’s and their Controlled Group Affiliates’ Employees are terminable at the will of the Company and its Controlled Group Affiliates the Company Subsidiaries is in compliance with all material Laws relating to the employment of labor, including Laws relating to wages, classification, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation, the collection and payment of withholding and/or social security Taxes and any such termination similar Tax, and the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar foreign, state or local Law (collectively, the “WARN Act”) except as would result not, individually or in the aggregate, have had or reasonably be expected to have a Company Material Adverse Effect. Within the past three (3) years, there has been no liability “plant closing” or “mass layoff” of employees (as defined by WARN) with respect to the Company or any Controlled Group Affiliate. Section 2.12(l) of the Company Disclosure Schedule lists all material liabilities of the Company to any Employee that result from the termination by the Company, Parent or any of its Subsidiaries of such Employee’s employment or provision of services, a change of control of the Company, or a combination thereof. Neither the Company nor any of its Subsidiaries has any material liability with respect to any misclassification of: (a) any Person as an independent contractor rather than as an employee, (b) any employee leased from another employer, or (c) any employee currently or formerly classified as exempt from overtime wagesSubsidiaries.

Employment Matters. The Company and each of its Subsidiaries is in material compliance with all applicable foreign, federal, state and local laws, rules and regulations respecting employment, employment practices, terms and conditions of employment, worker classification, tax withholding, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, wages (including overtime wages), compensation, and hours of work, and in each case, with respect to Employees, the Company and each of its Subsidiaries: (i) has withheld and reported all amounts required by law or by agreement to be withheld and reported with respect to wages, salaries and other payments to Employees, (ii) is not liable for any arrears of wages, severance pay or any Taxes or any penalty for failure to comply with any of the foregoing, and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any governmental authority, with respect to unemployment compensation benefits, Social Security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice), in each case except for any such liabilities that would not reasonably be expected to result, individually or in the aggregate, in a liability material to the Company and its Subsidiaries, taken as a whole. There are no (x) actions, suits, claims or administrative matters pending or, to the Knowledge of the Company, threatened or reasonably anticipated against the Company, any of its Subsidiaries, or any of their Employees relating to any Employee, Employee Agreement or Company Employee Plan or (y) pending, to the Knowledge of the Company, or threatened or reasonably anticipated claims or actions against Company, any of its Subsidiaries, any Company trustee or any trustee of any Subsidiary under any worker’s compensation policy or long-term disability policy, in each case except that would not, individually or in the aggregate, reasonably be expected to result in material liability to the Company or its Subsidiaries. Neither the Company or any Subsidiary is party to a conciliation agreement, consent decree or other agreement or order with any federal, state, or local agency or governmental authority with respect to employment practices. The services provided by each of the Company’s, each Subsidiary’s and their Controlled Group Affiliates’ Employees are terminable at the will of the Company and its Controlled Group Affiliates and any such termination would result in no liability to the Company or any Controlled Group Affiliate. Section 2.12(l) of the Company Disclosure Schedule lists all material liabilities of the Company to any Employee that result from the termination by the Company, Parent or any of its Subsidiaries of such Employee’s employment or provision of services, a change of control of the Company, or a combination thereof. Neither the Company nor any of its Subsidiaries has been, and are not now, a party to any material liability collective bargaining agreement or other labor contract and there has not been, there is not presently pending (including matters which are on appeal or have not been fully funded, and administrative matters that may be closed but with respect to which the applicable statute of limitations has not run) or existing, and, to the Company's knowledge, there is not threatened, any misclassification of: (a) strike, slowdown, picketing, work stoppage or employee grievance process involving the Company or any Person as of its Subsidiaries. To the knowledge of the Company, no event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute and there is not pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries any proceeding relating to the alleged violation of any legal requirement pertaining to labor relations or employment matters, including any charge or complaint filed with the National Labor Relations Board or any comparable governmental body, and there is no organizational activity or other labor dispute against or affecting the Company or any of its Subsidiaries or the Stores. No application or petition for an independent contractor rather than as election of or for certification of a collective bargaining agent is pending and no grievance or arbitration proceeding exists that might have an employeeadverse effect upon the Company or any of its Subsidiaries or the Stores. There is no lockout of any employees by the Company or any of its Subsidiaries, (b) and no such action is contemplated by the Company or any employee leased from another employerof its Subsidiaries. To the knowledge of the Company, there has been no charge of discrimination filed against or (c) threatened against the Company or any employee currently of its Subsidiaries with the Equal Employment Opportunity Commission or formerly classified as exempt from overtime wagessimilar governmental body.

Employment Matters. The Company and each of its Subsidiaries is in compliance in all material compliance respects with all applicable foreign, federal, state and local laws, rules and regulations Legal Requirements respecting employment, employment practices, terms terms, conditions and conditions classifications of employment, worker classification, tax withholding, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, health and wages (including overtime wages), compensation, and hours of workhours, and in each case, with respect to Employees, the Company and each of its Subsidiaries: Employees (i) has withheld and reported all amounts required by law or by agreement to be withheld and reported with respect to wages, salaries and other payments to Employees, (ii) is not liable for any arrears of wages, severance pay or any Taxes or any penalty for failure to comply with any of the foregoing, and (iiiii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any governmental authorityGovernmental Entity, with respect to unemployment compensation benefits, Social Security social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). The Company, in each case except for any such liabilities that would not reasonably be expected of its Subsidiaries, each Employee and, to result, individually or in the aggregate, in a liability material to Knowledge of the Company and each of its Subsidiaries, taken as a wholeall other Persons have properly performed in all material respects all of their obligations under each Employee Agreement, and none of the Company, any of its Subsidiaries, any Employee or, to the Knowledge of the Company and each of its Subsidiaries, any other Person is in default or violation in any material respect of any Employee Agreement. There are no (x) actions, suits, claims or administrative matters pending or, to the Knowledge of the Companypending, threatened or reasonably anticipated against the Company, any of its Subsidiaries, or any of their Employees relating to any Employee, Employee Agreement or Company Employee Plan or (y) pendingBenefit Plan. There are no pending or, to the Knowledge of the Company, or threatened or reasonably anticipated claims or actions against the Company, any of its Subsidiaries, any Company trustee or any trustee of any Subsidiary of the Company under any worker’s compensation policy or long-term disability policy, in each case except that would not, individually or in the aggregate, reasonably be expected to result in material liability to the Company or its Subsidiaries. Neither the Company or any Subsidiary is party to a conciliation agreement, consent decree or other agreement or order with any federal, state, or local agency or governmental authority with respect to employment practices. The services provided by employment or services, as applicable, of each of the Company’s, each Subsidiary’s and their Controlled Group Affiliates’ Employees are is terminable at the will of the Company and its Controlled Group Affiliates and any such termination would result in no liability to or the Company or any Controlled Group Affiliate. Section 2.12(l) of the Company Disclosure Schedule lists all material liabilities of the Company to any Employee that result from the termination by the Company, Parent or any of its Subsidiaries of such Employee’s employment or provision of services, a change of control of the Company, or a combination thereof. Neither the Company nor any of its Subsidiaries has any material liability with respect to any misclassification of: (a) any Person as an independent contractor rather than as an employee, (b) any employee leased from another employer, or (c) any employee currently or formerly classified as exempt from overtime wagesrelevant Subsidiary.

Employment Matters. (a) The Company and each of its Subsidiaries is are in compliance in all material compliance respects with all currently applicable foreign, federal, state and local laws, rules laws and regulations respecting employment, employment practicesdiscrimination in employment, terms and conditions of employment, worker classificationwages, tax withholding, prohibited discrimination, equal employment, fair hours and occupational safety and health and employment practices, meal and rest periods, immigration status, employee safety and health, wages (including overtime wages), compensation, and hours of work, and is not engaged in each case, with respect to Employees, the any unfair labor practice. The Company and each of its Subsidiaries: (i) has Subsidiaries have withheld and reported all amounts required by law or by agreement to be withheld and reported with respect to from the wages, salaries salaries, and other payments to Employeesemployees, (ii) and neither the Company nor any of its Subsidiaries is not liable for any arrears of wages, severance pay wages or any Taxes or any penalty for failure to comply with any of the foregoing, and (iii) . Neither the Company nor any of its Subsidiaries is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of to any governmental or administrative authority, with respect to unemployment compensation benefits, Social Security social security or other benefits or obligations for Employees employees (other than routine payments to be made in the normal course of business and consistent with past practice). There is no pending claim against the Company or any of its Subsidiaries under (i) any workers compensation plan or policy or (ii) for long-term disability benefits. There is no controversy pending or, in each case except for to the knowledge of the Company and its Subsidiaries, threatened, between the Company or any such liabilities that would not of its Subsidiaries, on the one hand, and any of their respective employees, on the other hand, which controversies have resulted, or could reasonably be expected to result, individually in an action, suit, proceeding, claim, arbitration or in the aggregateinvestigation before any agency, in a liability material to the Company and its Subsidiariescourt or tribunal, taken as a whole. There are no (x) actions, suits, claims foreign or administrative matters pending or, to the Knowledge of the Company, threatened or reasonably anticipated against the Company, any of its Subsidiaries, or any of their Employees relating to any Employee, Employee Agreement or Company Employee Plan or (y) pending, to the Knowledge of the Company, or threatened or reasonably anticipated claims or actions against Company, any of its Subsidiaries, any Company trustee or any trustee of any Subsidiary under any worker’s compensation policy or long-term disability policy, in each case except that would not, individually or in the aggregate, reasonably be expected to result in material liability to the Company or its Subsidiaries. Neither the Company or any Subsidiary is party to a conciliation agreement, consent decree or other agreement or order with any federal, state, or local agency or governmental authority with respect to employment practices. The services provided by each of the Company’s, each Subsidiary’s and their Controlled Group Affiliates’ Employees are terminable at the will of the Company and its Controlled Group Affiliates and any such termination would result in no liability to the Company or any Controlled Group Affiliate. Section 2.12(l) of the Company Disclosure Schedule lists all material liabilities of the Company to any Employee that result from the termination by the Company, Parent or any of its Subsidiaries of such Employee’s employment or provision of services, a change of control of the Company, or a combination thereofdomestic. Neither the Company nor any of its Subsidiaries has is a party to any collective bargaining agreement or other labor union contract. To the knowledge of the Company and its Subsidiaries, no employees of the Company or any of its Subsidiaries are in violation of any term of any material liability with respect to any misclassification of: (a) any Person as an independent contractor rather than as an employeeemployment contract, (b) any employee leased from another employerpatent disclosure agreement, noncompetition agreement, or (c) any restrictive covenant to a former employer relating to the right of any such employee currently to be employed by the Company or formerly classified as exempt from overtime wagesa Subsidiary of the Company 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. No employee of the Company or any of its Subsidiaries have given written notice to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries is otherwise aware, that any such employee intends to terminate his or her employment with the Company or any of its Subsidiaries.

Employment Matters. The Company and each of its Subsidiaries ERISA Affiliate is in material compliance with all applicable foreign, federal, state and local laws, rules and regulations respecting employment, employment practices, terms and conditions of employment, worker classification, tax withholding, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, wages (including overtime wages), compensation, and hours of workhours, and in each case, with respect to Employees, the Company and each of its Subsidiaries: (i) has withheld and reported all amounts required by law or by agreement to be withheld and reported with respect to wages, salaries and other payments to Employees, (ii) is not liable for any arrears of wages, severance pay or any Taxes taxes or any penalty for failure to comply with any of the foregoing, and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any governmental authority, with respect to unemployment compensation benefits, Social Security social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice), in each case except for any such liabilities that would not reasonably be expected to result, individually or in the aggregate, in a liability material to the Company and its Subsidiaries, taken as a whole. There are no (x) actions, suits, claims or administrative matters pending orpending, or to the Knowledge of the Company, threatened or reasonably anticipated against the Company, any of its SubsidiariesERISA Affiliate, or any of their Employees relating to any Employee, Employee Agreement or Company Employee Plan or (y) Plan. There are no pending, to the Knowledge of the Company, or threatened or reasonably anticipated claims or actions against Company, any of its Subsidiaries, Company or any Company trustee or any trustee of any Subsidiary ERISA Affiliate under any worker’s compensation policy or long-long term disability policy, in each case except that would not, individually or in the aggregate, reasonably be expected to result in material liability to the Company or its Subsidiaries. Neither the Company or any Subsidiary is party to a conciliation agreement, consent decree or other agreement or order with any federal, state, or local agency or governmental authority with respect to employment practices. The services provided by each of the Company’s, each Subsidiary’s and their Controlled Group Affiliates’ Employees are is terminable at the will of the Company and its Controlled Group Affiliates Company, and any such termination would result in no liability to the Company or any Controlled Group ERISA Affiliate. Section 2.12(l) of To the Company Disclosure Schedule lists all material liabilities of the Company to any Employee that result from the termination by the Company, Parent or any of its Subsidiaries of such Employee’s employment or provision of services, a change of control Knowledge of the Company, or a combination thereof. Neither the Company nor any of its Subsidiaries has any material no direct or indirect liability with respect to any misclassification of: (a) of any Person as an independent contractor rather than as an employee, (b) or with respect to any employee leased from another employer. Neither the Company nor any ERISA Affiliate has engaged or retained the services of any independent contractor, consultant or other non-employee service provider (cother than a director) who provided services exclusively to the Company or any employee currently or formerly classified as exempt from overtime wagesERISA Affiliate in that capacity for a period of more than six (6) consecutive months.

Employment Matters. The Company and each Company: (i) to the Knowledge of its Subsidiaries the Company, it is in compliance, in all material compliance respects, with all applicable foreign, federal, state and local laws, rules and regulations respecting employment, employment practices, terms and conditions of employment, worker classification, tax withholding, prohibited discrimination, equal termination of employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, wages (including overtime wages), compensation, and hours of workhours, and in each case, with respect to Employees, the Company and each of its Subsidiaries: ; (iii) has withheld and reported all amounts required by law or by agreement to be withheld and reported with respect to wages, salaries and other payments to Employees, ; (iiiii) to the Knowledge of the Company is not liable for any arrears of wages, severance pay or any Taxes taxes or any penalty for failure to comply with any of the foregoing, ; and (iiiiv) to the Knowledge of the Company is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any governmental authority, with respect to unemployment compensation benefits, Social Security social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice), in each case except for any such liabilities that would not reasonably be expected to result, individually or in the aggregate, in a liability material to the Company and its Subsidiaries, taken as a whole. There are no (x) actionsaction, suits, claims or administrative matters pending or, to the Knowledge of which have been served on the Company, or to the Company’s Knowledge, otherwise pending or threatened or reasonably anticipated against the Company, Company or any of its Subsidiaries, or any of their Employees relating to any Employee, Employee Agreement or Company Employee Plan or (y) Plan. There are no pending, to the Knowledge of which have been served on the Company, or to the Company’s Knowledge, otherwise pending or threatened or reasonably anticipated claims or actions against Company, any of its Subsidiaries, any Company trustee or any trustee of any Subsidiary under any worker’s compensation policy policy. To the Company’s Knowledge, no employee of the Company has violated any employment contract, nondisclosure agreement, non-competition or longnon-term disability policy, in each case except that would not, individually or in solicitation agreement by which such employee is bound due to such employee being employed by the aggregate, reasonably be expected to result in material liability Company and disclosing to the Company or its Subsidiaries. Neither the Company using trade secrets or proprietary information of any Subsidiary is party to a conciliation agreement, consent decree other person or other agreement or order with any federal, state, or local agency or governmental authority with respect to employment practicesentity. The services provided by each of the Company’s, each Subsidiary’s and their Controlled Group Affiliates’ its Affiliate’s Employees are is terminable at the will of the Company and its Controlled Group Affiliates and any such termination would result in no liability to the Company or any Controlled Group Affiliate. Section 2.12(l) of the Company Disclosure Schedule lists all material liabilities of the Company to any Employee that result from the termination by the Company, Parent or any of its Subsidiaries of such Employee’s employment or provision of services, a change of control of the Company, or a combination thereof. Neither the Company nor any of its Subsidiaries has any material liability with respect to any misclassification of: (a) any Person as an independent contractor rather than as an employee, (b) any employee leased from another employer, or (c) any employee currently or formerly classified as exempt from overtime wages.

Employment Matters. The Except as set forth in Section 2.10 of the Company Disclosure Letter, the Company and each of its Subsidiaries is are and have been in compliance in all material compliance respects with all applicable foreign, federal, state and local laws, rules and regulations Legal Requirements respecting employment, employment practices, terms terms, conditions and conditions classifications of employment, worker classification, tax withholding, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, immigration status, employment discrimination, disability rights or benefits, labor relations, employee leave requirements, plant closures and layoffs, affirmative action, whistleblower protections and wages (including overtime wages), compensation, and hours of workand, and in each case, with respect to Employees, the Company and each of its Subsidiaries: Employees (i) has withheld and reported all amounts required by law or by agreement to be withheld and reported with respect to wages, salaries and other payments to Employees, (ii) is are not liable for any arrears of wagesmaterial wages or other remunerations, accrued holiday pay, expenses, bonus, commission, penalties, severance pay or any Taxes Taxes, any material penalty or any penalty other payment for failure to comply with any of the foregoing, foregoing (other than any such liabilities incurred and paid in the normal course of business and consistent with past practice) and (iiiii) is are not liable for any material payment to any trust or other fund governed by or maintained by or on behalf of any governmental authorityGovernmental Entity, with respect to unemployment compensation benefits, Social Security social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). Except as set forth in Section 2.10 of the Company Disclosure Letter, in each case except for there are no actions, grievances, investigations, suits, claims, charges or administrative matters pending, or, to the Knowledge of the Company, threatened against the Company or any such liabilities of its Subsidiaries relating to any Employee that would not reasonably be expected to result, individually or in the aggregate, result in a material liability material to the Company and its Subsidiaries, Subsidiaries taken as a whole. There are no (x) actions, suits, claims or administrative matters pending or, to the Knowledge of the Company, threatened or reasonably anticipated against the Company, any of its Subsidiaries, or any of their Employees relating to any Employee, Employee Agreement or Company Employee Plan or (y) pending, to the Knowledge of the Company, or threatened or reasonably anticipated claims or actions against the Company, any of its Subsidiaries, any Company trustee or any trustee of any Subsidiary under any worker’s compensation policy or long-term disability policy, in each case except policy that would not, individually or in the aggregate, reasonably be expected to result in a material liability to the Company and its Subsidiaries taken as a whole. No person previously employed or engaged by the Company or its Subsidiaries. Neither Subsidiaries has provided written notice to the Company or any Subsidiary and is party to currently asserting a conciliation agreement, consent decree statutory or contractual or other agreement right to return to work or order with any federal, state, to be re-instated or local agency or governmental authority with respect to employment practices. The services provided re-engaged by each of the Company’s, each Subsidiary’s and their Controlled Group Affiliates’ Employees are terminable at the will of the Company and its Controlled Group Affiliates and any such termination would result in no liability to the Company or any Controlled Group Affiliate. Section 2.12(l) of the Company Disclosure Schedule lists all material liabilities of the Company to any Employee that result from the termination by the Company, Parent or any of its Subsidiaries of such Employee’s employment or provision of services, a change of control of the Company, or a combination thereof. Neither the Company nor any of its Subsidiaries has any material liability with respect to any misclassification of: (a) any Person as an independent contractor rather than as an employee, (b) any employee leased from another employer, or (c) any employee currently or formerly classified as exempt from overtime wagesSubsidiaries.

Employment Matters. The Company and each of its Subsidiaries is in compliance in all material compliance respects with all applicable foreign, federal, state and local laws, rules and regulations Legal Requirements respecting employment, employment practices, terms and conditions of employment, worker classification, tax withholding, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, wages (including overtime wages), compensation, and hours of work, and in each case, with respect to Employees, the Company and each of its Subsidiaries: (i) has withheld and reported all amounts required by law or by agreement to be withheld and reported with respect to wages, salaries and other payments to Employees, (ii) is not liable for any arrears of wages, severance pay or any Taxes or any penalty for failure to comply with any of the foregoing, and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any governmental authority, with respect to unemployment compensation benefits, Social Security social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice), in each case except for any such liabilities that would not reasonably be expected to result, individually or in the aggregate, in a liability material to the Company and its Subsidiaries, taken as a whole. There are no (x) actions, suits, claims or administrative matters pending or, to the Knowledge of the Companypending, threatened or reasonably anticipated against the Company, any of its Subsidiaries, or any of their Employees relating to any Employee, Employee Agreement or Company Employee Plan or (y) pending, to the Knowledge of the Company, Plan. There are no pending or threatened or reasonably anticipated claims or actions against Company, any of its Subsidiaries, any Company trustee or any trustee of any Subsidiary under any worker’s compensation policy or long-term disability policy, in each case except that would not, individually or in the aggregate, reasonably be expected to result in material liability to the Company or its Subsidiaries. Neither the Company or any and Subsidiary is party to a conciliation agreement, consent decree or other agreement or order with any federal, state, or local agency or governmental authority with respect to employment practices. The services provided by each of the Company’s, each Subsidiary’s and their Controlled Group ERISA Affiliates’ Employees are terminable at the will of the Company and its Controlled Group ERISA Affiliates and any such termination would result in no liability Liability to the Company or any Controlled Group ERISA Affiliate. Section 2.12(l3.16(j) of the Company Disclosure Schedule Letter lists all material liabilities of the Company to any Employee Employee, that result from the termination by the Company, Parent or any of its Subsidiaries of such Employee’s employment or provision of services, a change of control of the Company, or a combination thereof. Neither the Company nor any of its Subsidiaries has any material liability Liability with respect to any misclassification of: (ai) any Person as an independent contractor rather than as an employee, (bii) any employee leased from another employer, or (ciii) any employee currently or formerly classified as exempt from overtime wages.

Employment Matters. The Company and each of its Subsidiaries ERISA Affiliate is in compliance in all material compliance respects with all applicable foreign, federal, state and local laws, rules and regulations respecting employment, employment practices, terms and conditions of employment, worker classification, tax withholding, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, wages (including overtime wages), compensationsafety, and hours of workwages and hours, and in each case, with respect to Employees, the Company and each of its Subsidiaries: (i) has withheld and reported all amounts required by law or by agreement to be withheld and reported with respect to wages, salaries salaries, fees and other payments to Employees, (ii) is not liable for any arrears of wages, severance pay or any Taxes taxes (including PAYE) or National Insurance contributions save for such wages, pay, taxes or contributions which relate to the current payroll period and are not due for payment before the date of this Agreement or any penalty for failure to comply with any of the foregoing, and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any governmental authority, with respect to unemployment compensation benefits, Social Security social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice), in each case except for any such liabilities that would (iv) is not reasonably be expected to result, individually or in the aggregate, in a liability material to the Company and its Subsidiaries, taken as a whole. There are no (x) actions, suits, claims or administrative matters pending or, to the Knowledge of the CompanyWarrantors liable for breach of any contract of service or for services, threatened for redundancy payments, protective awards or reasonably anticipated against for compensation for wrongful dismissal, unfair dismissal, for any claim in respect of an accident or injury or failure to comply with any order for the Company, reinstatement or re-engagement of any Employee or former employee. Neither the Company nor any ERISA Affiliate is bound to pay after the date of its Subsidiaries, this Agreement any compensation or any of their Employees relating other payment to any Employeeformer employee, Employee director or consultant. No gratuitous payments have been made within the period of 12 months ending on the date of this Agreement or Company promised in respect of the actual or proposed termination, suspension or variation of any Employee Plan Agreement. There are no pending or (y) pending, to the Knowledge of the Company, or Warrantors threatened or reasonably anticipated claims or actions against Company, any of its SubsidiariesERISA Affiliate, any Company trustee or any trustee of any Subsidiary Company Employee Plan under any worker’s compensation policy or long-term disability policy, in each case except that would not, individually or in the aggregate, reasonably be expected to result in material liability to the Company or its Subsidiaries. Neither the Company or any Subsidiary is party to a conciliation agreement, consent decree or other agreement or order with any federal, state, or local agency or governmental authority with respect to employment practices. The services provided by each of the Company’s, each Subsidiary’s and their Controlled Group ERISA Affiliates’ Employees who are employed in the United States of America are terminable at the will of the Company and its Controlled Group Affiliates ERISA Affiliates, as applicable, and any such termination would result in no liability to the Company or any Controlled Group ERISA Affiliate, except as required by applicable law. Section 2.12(l) To the Knowledge of the Company Disclosure Schedule lists all material liabilities of the Company to any Employee that result from the termination by the CompanyWarrantors, Parent or any of its Subsidiaries of such Employee’s employment or provision of services, a change of control of the Company, or a combination thereof. Neither neither the Company nor any of its Subsidiaries ERISA Affiliate has any material direct or indirect liability with respect to any misclassification of: (a) of any Person as an independent contractor rather than as an employee, (b) or with respect to any employee leased from another employer. To the Knowledge of the Warrantors, there are no matters which might reasonably be considered grounds for dismissal of any employee, director or (c) consultant. No grievance or complaint of discrimination has been raised within the period of 12 months ending on the date of this Agreement by any employee currently current or formerly classified as exempt from overtime wagesformer employee, director or consultant of the Company or any of its Subsidiaries. All Employees who require a work permit have such a permit in force, and such permit will remain in force for at least three months following Closing. No Person has been employed by the Company or any ERISA Affiliate in the UK who does not have leave to enter or remain in the UK or otherwise in breach of section 8 of the Asylum and Immigration Axx 0000.

Employment Matters. The Company and each of its Subsidiaries is in material compliance with all applicable foreign, federal, state and local laws, rules and regulations regulations, collective bargaining agreements and arrangements, extension orders and binding customs respecting employment, employment practices, terms and conditions of employment, worker classification, tax withholding, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, health and wages and hours (including overtime wages), compensation, and hours of work, and in each case, with respect to Employees, the Company and each of its Subsidiaries: (i) has withheld and reported all amounts required by law or by agreement to be withheld and reported with respect to wages, salaries and other payments to Employees, (ii) is not liable for any arrears of wages, severance pay or any Taxes or any penalty for failure to comply with any of the foregoing, and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any governmental authorityGovernmental Entity, with respect to unemployment compensation benefits, Social Security social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice), in each case except for any such liabilities that would not reasonably be expected to result, individually or in the aggregate, in a liability material to the Company and its Subsidiaries, taken as a whole. There are no (x) actions, suits, claims or administrative matters pending or, to the Knowledge of the Company, threatened or reasonably anticipated against the Company, Company or any of its Subsidiaries, or any of their Employees relating to any Employee, Employee Agreement or Company Employee Plan or (y) pendingPlan. There are no pending or, to the Knowledge of the Company, or threatened or reasonably anticipated claims or actions against Company, any of its Subsidiaries, Company or any Company trustee or any trustee of any Subsidiary under any worker’s compensation policy or long-long term disability policy, in each case except that would not, individually or in the aggregate, reasonably be expected to result in material liability to the . The Company or its Subsidiaries. Neither the Company or any Subsidiary is not party to a conciliation agreement, consent decree or other agreement or order with any federal, state, state or local agency or governmental authority with respect to employment practices. The services provided by each of the Company’s, each Subsidiary’s and their Controlled Group its ERISA Affiliates’ Employees are terminable at the will of the Company and its Controlled Group ERISA Affiliates and any such termination would result in no liability Liability to the Company or any Controlled Group AffiliateERISA Affiliate other than claims for severance pay and benefits as set forth below. Section 2.12(l2.22(k) of the Company Disclosure Schedule lists all material liabilities Liabilities of the Company to any Employee that result from the termination by the Company, Company or Parent or any of its Subsidiaries of such Employee’s employment or provision of services, a change of control of the Company, or a combination thereof. Neither the The Company nor any of its Subsidiaries has does not have any material liability Liability with respect to any misclassification of: (a) any Person as an independent contractor rather than as an employee, (b) any employee leased from another employer, or (c) any employee currently or formerly classified as exempt from overtime wages.

Employment Matters. The Company and each of its Subsidiaries (a) Each Target Company: (i) is in compliance in all material compliance respects with all applicable foreign, federal, state and local laws, rules and regulations Legal Requirements respecting employment, employment practices, immigration, terms and conditions of employment, worker classification, tax withholding, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety wages and health, wages hours; (including overtime wages), compensation, and hours of work, and in each case, with respect to Employees, the Company and each of its Subsidiaries: (iii) has withheld and reported all amounts required by law any Legal Requirement or by agreement Contract to be withheld and reported with respect to from the wages, salaries and other payments to Employees, ; (iiiii) has properly classified independent contractors for purposes of all applicable Legal Requirements; (iv) is not liable for any arrears of wages, severance pay wages or any Taxes (other than wages (and Taxes thereon) which have accrued in the ordinary course of business but which are not yet payable) or any penalty for failure to comply with any of the foregoing, ; and (iiiv) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of to any governmental authorityGovernmental Entity, with respect to unemployment compensation benefits, Social Security social security, withholdings or remittances applicable to employee wages, or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice), in each case except for any such liabilities that would not reasonably be expected to result, individually or in the aggregate, in a liability material to the Company and its Subsidiaries, taken as a whole. There are no (x) pending, or, to the Company's Knowledge, threatened actions, suits, claims or administrative matters pending or, to the Knowledge of the Company, threatened or reasonably anticipated proceedings against the Company, any of its Subsidiaries, or any of their Employees relating to any Employee, Employee Agreement or Target Company Employee Plan or (y) pending, to the Knowledge of the Company, or threatened or reasonably anticipated claims or actions against Company, any of its Subsidiaries, any Company trustee or any trustee of any Subsidiary under any worker’s workers' compensation policy or long-term disability policy. To the Company's Knowledge, no Employee or consultant of any Target Company has violated any employment, consulting, non-disclosure, non-competition, non-solicitation or other Contract by which such Employee is bound (nor any Legal Requirement relating to unfair competition, trade secrets or proprietary information) as a result of providing services to any Target Company or disclosing or using any information in each case except connection with such services. There are no controversies pending or, to the Company's Knowledge, threatened between any Target Company and any Employee that would not, individually or in the aggregate, be reasonably likely to be expected material to result in material liability to the Company or its Subsidiariesany Target Company. Neither the Company or any Subsidiary is party to a conciliation agreement, consent decree or other agreement or order with any federal, state, or local agency or governmental authority with respect to employment practices. The services provided by each of the Company’s, each Subsidiary’s and their Controlled Group Affiliates’ Employees are terminable at the will of the Company and its Controlled Group Affiliates and any such termination would result in no liability to the Company or any Controlled Group Affiliate. Section 2.12(lExcept as set forth on Part 2.14(a) of the Company Disclosure Schedule lists all material liabilities Schedule, no Target Company has any Employee Agreement currently in effect that is not terminable at will by a Target Company without any payment pursuant thereto or in connection therewith (other than agreements for the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). No Target Company will have any liability to any Employee that or to any other Person as a result from of the termination by the Company, Parent or any of its Subsidiaries of such Employee’s employment or provision of services, a change of control of the Company, or a combination thereof. Neither the Company nor any of its Subsidiaries has any material liability with respect to any misclassification of: (a) any Person as an independent contractor rather than as an employee, (b) any employee leased from another employer, or (c) any employee currently or formerly classified as exempt from overtime wagesleasing Contract.

Employment Matters. The (a) Each of the Company and each of its Subsidiaries is has complied in all material compliance respects with all applicable foreign, federal, state and local laws, rules and regulations respecting employment, employment and employment practices, terms and conditions of employment, worker classification, tax withholding, prohibited discrimination, equal employment, fair employment practices, meal wages and rest periods, immigration status, employee safety and health, wages (including overtime wages), compensationhours, and hours of work, and in each case, with respect to Employees, neither the Company and each nor any of its Subsidiaries: (i) has withheld and reported all amounts required by law or by agreement to be withheld and reported with respect to wages, salaries and other payments to Employees, (ii) Subsidiaries is not liable for any arrears of wages, severance pay wages or any Taxes taxes or any penalty penalties for failure to comply with any of the foregoingsuch laws, and rules or regulations; (iiib) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any governmental authority, with respect to unemployment compensation benefits, Social Security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice), in each case except for any such liabilities that would not reasonably be expected to result, individually or in the aggregate, in a liability material to the Company believes that the Company's and its Subsidiaries, taken as a whole. There ' relations with their respective employees is satisfactory; (c) there are no (x) actions, suits, claims or administrative matters controversies pending or, to the Knowledge best knowledge of the Company, threatened between the Company or reasonably anticipated against any of its Subsidiaries and any of their respective employees, which controversies have or could have a Material Adverse Effect on the Company; (d) neither the Company nor any Subsidiary is a party to any collective bargaining agreement or other labor union contract applicable to Persons employed by the Company or any such Subsidiary, nor, to the best knowledge of the Company, are there any activities or proceedings of any labor union to organize any such employees; (e) there are no unfair labor practice complaints pending against the Company or any of its Subsidiaries before the National Labor Relations Board or any current union representation questions involving employees of the Company or any of its Subsidiaries; (f) there is no strike, slowdown, work stoppage or any of their Employees relating to any Employeelockout existing, Employee Agreement or Company Employee Plan or (y) pendingor, to the Knowledge best knowledge of the Company, threatened, by or threatened with respect to any employees of the Company or reasonably anticipated claims or actions against Company, any of its Subsidiaries, any Company trustee ; (g) no charges are pending before the Equal Employment Opportunity Commission or any trustee of any Subsidiary under any worker’s compensation policy or long-term disability policy, in each case except that would not, individually or in the aggregate, reasonably be expected to result in material liability to the Company or its Subsidiaries. Neither the Company or any Subsidiary is party to a conciliation agreement, consent decree or other agreement or order with any federal, state, local or local foreign agency or governmental authority responsible for the prevention of unlawful employment practices with respect to employment practices. The services provided by each of the Company’s, each Subsidiary’s and their Controlled Group Affiliates’ Employees are terminable at the will of the Company and its Controlled Group Affiliates and any such termination would result in no liability to the Company or any Controlled Group Affiliate. Section 2.12(lof its Subsidiaries; (h) of there are no claims pending against the Company Disclosure Schedule lists all material liabilities of the Company to any Employee that result from the termination by the Company, Parent or any of its Subsidiaries of such Employee’s employment or provision of services, a change of control of the Company, or a combination thereof. Neither before any workers' compensation board; and (i) neither the Company nor any of its Subsidiaries has received notice that any material liability with respect federal, state, local or foreign agency responsible for the enforcement of labor or employment laws intends to conduct an investigation of or relating to the Company or any misclassification of: (a) any Person as an independent contractor rather than as an employeeof its Subsidiaries and, (b) any employee leased from another employerto the best knowledge of the Company, or (c) any employee currently or formerly classified as exempt from overtime wagesno such investigation is in progress.

Employment Matters. The Each of the Company and each of its Subsidiaries subsidiaries: (i) is in compliance in all material compliance respects with all applicable foreign, federal, state and local laws, rules and regulations Legal Requirements respecting employment, employment practices, immigration, terms and conditions of employmentemployment and wages and hours, worker classification, tax withholding, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, wages (including overtime wages), compensation, and hours of work, and in each case, with respect to Employees, the Company and each of its Subsidiaries: ; (iii) has withheld and reported all amounts required by law or by agreement to be withheld and reported with respect to from the wages, salaries and other payments to Employees, ; (iiiii) has properly classified independent contractors for purposes of federal and applicable state tax laws and laws applicable to employee benefits; (iv) is not liable for any arrears of wages, severance pay wages or any Taxes taxes or any penalty for failure to comply with any of the foregoing, ; and (iiiv) is not liable for any material payment to any trust or other fund governed by or maintained by or on behalf of to any governmental authority, Governmental Entity with respect to unemployment compensation benefits, Social Security social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). To the Company's knowledge, in each case except for any such liabilities that would not reasonably be expected to result, individually or in the aggregate, in a liability material to the Company and its Subsidiaries, taken as a whole. There there are no (x) actions, suits, claims or administrative matters pending or, to the Knowledge of the Company, threatened or reasonably anticipated against the Company, any of its Subsidiaries, or any of their Employees relating to any Employee, Employee Agreement or Company Employee Plan or (y) pending, to the Knowledge of the Company, or threatened or reasonably anticipated claims or actions against Company, the Company or any of its Subsidiaries, any Company trustee or any trustee of any Subsidiary subsidiaries under any worker’s workers compensation policy or long-term disability policy. To the Company's knowledge, no Employee has violated any employment contract, nondisclosure agreement or noncompetition agreement by which such Employee is bound due to such Employee's employment by the Company or any of its subsidiaries or disclosure to the Company or any of its subsidiaries or use of trade secrets or proprietary information of any other person or entity. All Employees are legally permitted to be employed by the Company or any of its subsidiaries in each case except the United States of America in their current jobs. To the Company's knowledge, there are no controversies pending or threatened between the Company or any of its subsidiaries, on the one hand, and any Employee, on the other hand, that would not, individually or in the aggregate, be reasonably be expected likely to result in any material liability to the Company or its Subsidiaries. Neither the Company or any Subsidiary is party to a conciliation agreement, consent decree or other agreement or order with any federal, state, or local agency or governmental authority with respect to employment practices. The services provided by each of the Company’s, each Subsidiary’s and their Controlled Group Affiliates’ Employees are terminable at the will of the Company and its Controlled Group Affiliates and any such termination would result in no liability to the Company or any Controlled Group Affiliate. Section 2.12(l) of the Company Disclosure Schedule lists all material liabilities of the Company to any Employee that result from the termination by the Company, Parent or any of its Subsidiaries of such Employee’s employment or provision of services, a change of control of the Company, or a combination thereofsubsidiaries. Neither the Company nor any of its Subsidiaries subsidiaries has any employment contracts, Employee Agreements, or consulting agreements currently in effect that are not terminable at will (other than agreements for the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). Neither the Company nor any of its subsidiaries will have any material liability with respect to any misclassification of: (a) Employee or to any Person organization or any other entity as an independent contractor rather than as an employee, (b) a result of the termination of any employee leased from another employer, or (c) any employee currently or formerly classified as exempt from overtime wagesleasing arrangement.

Employment Matters. The Company and each of its Subsidiaries is are and have been in compliance in all material compliance respects with all applicable foreign, federal, state and local laws, rules and regulations Legal Requirements respecting employment, employment practices, terms terms, conditions and conditions classifications of employment, worker classification, tax withholding, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, immigration status, employment discrimination, disability rights or benefits, labor relations, employee leave requirements, plant closures and layoffs, affirmative action, whistleblower protections and wages (including overtime wages), compensation, and hours of workand, and in each case, with respect to Employees, the Company and each of its Subsidiaries: Employees (i) has withheld and reported all amounts required by law or by agreement to be withheld and reported with respect to wagesexcept as accrued in the ordinary course, salaries and other payments to Employees, (ii) is are not liable for any arrears of wageswages or other remunerations, accrued holiday pay, expenses, bonus, commission, penalties, severance pay or any Taxes Taxes, any penalty or any penalty other payment for failure to comply with any of the foregoing, foregoing and (iiiii) is are not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any governmental authority, with respect to unemployment compensation benefits, Social Security social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice), in each case except for any such liabilities that would not reasonably be expected to result, individually or in the aggregate, in a liability material to the Company and its Subsidiaries, taken as a whole. There are no (x) actions, grievances, investigations, suits, claims claims, charges or administrative matters pending pending, or, to the Knowledge of the Company, threatened or reasonably anticipated against the Company, any of its Subsidiaries, or any of their Employees relating to any Employee, Employee Agreement or Company Employee Plan or (y) pendingPlan. There are no pending or, to the Knowledge of the Company, or threatened or reasonably anticipated claims or actions against the Company, any of its Subsidiaries, any Company trustee or any trustee of any Subsidiary under any worker’s 's compensation policy or long-term disability policy, . Except as set forth in each case except that would not, individually or in the aggregate, reasonably be expected to result in material liability to SECTION 2.16(k) of the Company or its Subsidiaries. Neither Disclosure Letter, the Company or any Subsidiary is party to a conciliation agreement, consent decree or other agreement or order with any federal, state, or local agency or governmental authority with respect to employment practices. The services provided by each of the Company’s's, each of the Company's Subsidiary’s 's and each of their Controlled Group ERISA Affiliates’ ' Employees employed in the United States are terminable at the will of the Company and its Controlled Group ERISA Affiliates and all Employee Agreements relating to Employees employed or engaged in the United Kingdom are terminable by giving the applicable minimum period of notice specified in section 86 of the United Kingdom's Employment Rights Act 1996. No Employee has at any such termination would result time been the subject of a "relevant xxxxxxxx" for the purposes of the United Kingdom's Transfer of Undertakings (Protection of Employment) Regulations 2006. The Company and its Subsidiaries, as appropriate, do not operate or intend to operate and have not operated any arrangement or any redundancy or redeployment scheme or arrangement, whether formal or informal. contractual or non-contractual, which provide for payments greater than those required by applicable laws, statutes, orders, rules and regulations or for notice periods greater than those set out in applicable Employee Agreements. There are no liability to Employees who have been absent from work for more than four weeks (whether on maternity leave, unpaid leave, long-term sickness, secondment, authorized annual leave or any other type of leave or otherwise) in the twelve-month period ending on the date of this Agreement. There is no person previously employed or engaged by the Company or its Subsidiaries, as appropriate, who now has or may have a statutory or contractual or other right to return to work or to be re-instated or re-engaged by the Company or its Subsidiaries (as appropriate). There are no homeworking, part-time, job share, flexi time or other flexible working arrangements or early retirement schemes applicable to any Controlled Group Affiliate. Section 2.12(l) of the Company Disclosure Schedule lists all material liabilities of the Company to any Employee that result from the termination by the Company, Parent or any of its Subsidiaries of such Employee’s employment or provision of services, a change of control of the Company, or a combination thereof. Neither the Company nor any of its Subsidiaries has any material liability with respect to any misclassification of: (a) any Person as an independent contractor rather than as an employee, (b) any employee leased from another employer, or (c) any employee currently or formerly classified as exempt from overtime wagesEmployees.

Employment Matters. The Company and each of its Subsidiaries subsidiaries: (i) is in compliance in all material compliance respects with all applicable foreign, federal, state and local laws, rules and regulations respecting employment, employment practices, immigration, terms and conditions of employment, worker classification, tax withholding, prohibited discrimination, equal employment, fair employment practices, meal wages and rest periods, immigration status, employee safety and health, wages (including overtime wages), compensationhours, and hours of workthe WARN Act and any similar state or local “mass layoff” or “plant closing” laws, rules and regulations, in each case, with respect to Employees, the Company and each of its Subsidiaries: ; (iii) has withheld and reported all amounts required by law or by agreement to be withheld and reported with respect to from the wages, salaries and other payments to Employees; (iii) has properly classified independent contractors for purposes of federal and applicable state tax laws, laws applicable to employee benefits and other applicable laws, except where the failure to properly classify such independent contractors would not result in a material liability to the Company; (iiiv) is not liable for any arrears of wages, severance pay wages or any Taxes taxes or any penalty for failure to comply with any of the foregoing, ; and (iiiv) is not liable for any material payment to any trust or other fund governed by or maintained by or on behalf of to any governmental or administrative authority, with respect to unemployment compensation benefits, Social Security social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice), in each case except for any such liabilities that would not reasonably be expected to result, individually or in the aggregate, in a liability material to the Company and its Subsidiaries, taken as a whole. There are no (x) actionspending, suits, claims or administrative matters pending or, to the Knowledge of the Company’s Knowledge, threatened or reasonably anticipated against the Company, any of its Subsidiaries, or any of their Employees relating to any Employee, Employee Agreement or Company Employee Plan or (y) pending, to the Knowledge of the Company, or threatened or reasonably anticipated claims or actions against Company, any of its Subsidiaries, any the Company trustee or any trustee of any Subsidiary under any worker’s workers compensation policy or long-term disability policy. To the Company’s Knowledge, in each case except that would notno Employee of the Company has violated any employment contract, individually nondisclosure agreement or in noncompetition agreement by which such Employee is bound due to such Employee being employed by the aggregate, reasonably be expected to result in material liability Company and disclosing to the Company or its Subsidiariesusing trade secrets or proprietary information of any other person or entity. Neither All employees of the Company are legally permitted to be employed by the Company in the United States of America in their current jobs. There are no controversies pending or, to the Company’s Knowledge threatened, between the Company or any Subsidiary is party to a conciliation agreement, consent decree or other agreement or order with any federal, state, or local agency or governmental authority with respect to employment practices. The services provided by each subsidiary of the Company’s, each Subsidiary’s and their Controlled Group Affiliates’ Employees are terminable at on the will of the Company and its Controlled Group Affiliates one hand, and any such termination of their respective employees, on the other hand, that would be reasonably likely to result in no liability to the Company or any Controlled Group AffiliateCompany’s incurring material liability. Section 2.12(lExcept as set forth in Part 3.12(j) of the Company Disclosure Schedule lists all material liabilities Schedule, the Company does not have any employment contracts, Employee Agreements, or consulting agreements currently in effect that are not terminable at will (other than agreements for the sole purpose of providing for the confidentiality of proprietary information or assignment of invention). The Company will have no liability to any employee or to any organization or any other entity as a result of the Company to any Employee that result from the termination by the Company, Parent or any of its Subsidiaries of such Employee’s employment or provision of services, a change of control of the Company, or a combination thereof. Neither the Company nor any of its Subsidiaries has any material liability with respect to any misclassification of: (a) any Person as an independent contractor rather than as an employee, (b) any employee leased from another employer, or (c) any employee currently or formerly classified as exempt from overtime wagesleasing arrangement.

Employment Matters. (a) The Company and each of its Subsidiaries is and, with respect to Employees, Seller are in material compliance with all applicable foreign, federal, state and local laws, rules and regulations respecting employment, employment practices, terms and conditions of employment, worker classification, tax withholding, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, wages (including overtime wages), compensation, and hours of work, and in each case, with respect to Employees, the Company and each of its Subsidiaries: (i) has withheld and reported all amounts required by law or by agreement to be withheld and reported with respect to wages, salaries and other payments to Employees, (ii) is not liable for any arrears of wages, severance pay or any Taxes or any penalty for failure to comply with any of the foregoing, and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any governmental authorityGovernmental Entity, with respect to unemployment compensation benefits, Social Security social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice), in each case except for any such liabilities that would not reasonably be expected to result, individually or in the aggregate, in a liability material to the Company and its Subsidiaries, taken as a whole. There are no (x) actions, suits, claims or administrative matters pending orpending, or to the Knowledge of the Company’s Knowledge, threatened or reasonably anticipated against the Company, or any of its Subsidiaries, or any of their Employees relating to any Employee, Employee Agreement or Company Employee Plan or (y) pendingPlan. There are no pending or, to the Knowledge of the Company’s Knowledge, or threatened or reasonably anticipated claims or actions against the Company or, to the Company, any of its Subsidiaries’s Knowledge, any Company trustee or any trustee of any Subsidiary under any worker’s compensation policy or long-term disability policy, in each case except that would not, individually or in the aggregate, reasonably be expected to result in material liability to the . The Company or its Subsidiaries. Neither the Company or any Subsidiary is not a party to a conciliation agreement, consent decree or other agreement or order with any federal, state, or local agency or governmental authority with respect to employment practices. The services provided to the Company by each of the Company’s, each Subsidiary’s and their Controlled Group its ERISA Affiliates’ Employees are terminable at the will of the Company and its Controlled Group ERISA Affiliates and any such termination would result in no liability to the Company or any Controlled Group ERISA Affiliate. Section 2.12(l) 3.17 of the Company Disclosure Schedule lists all material liabilities of the Company to any Employee Employee, that result from the termination by the Company, Parent or any of its Subsidiaries subsidiaries of such Employee’s employment or provision of services, a change of control of the Company, or a combination thereof. Neither the The Company nor any of its Subsidiaries has any no material liability with respect to any misclassification of: (a) any Person as an independent contractor rather than as an employee, (b) any employee leased from another employer, or (c) any employee currently or formerly classified as exempt from overtime wages.

Employment Matters. The Except as set forth in Section 2.11(k) of the Company Disclosure Schedule and except in each case where non-compliance, failure to withhold or report, failure to comply or liability would not have a Material Adverse Effect, the Company and each of its Subsidiaries is Affiliate: (i) are in material compliance with all applicable foreign, federal, state and local laws, rules and regulations respecting employment, employment practices, terms and conditions of employment, worker classification, tax withholding, prohibited discrimination, equal termination of employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, wages (including overtime wages), compensation, and hours of workhours, and in each case, with respect to Employees, the Company and each of its Subsidiaries: ; (iii) has have withheld and reported all amounts required by law or by agreement to be withheld and reported with respect to wages, salaries and other payments to Employees, ; (iiiii) is are not liable for any arrears of wages, severance pay or any Taxes taxes or any penalty for failure to comply with any of the foregoing, ; and (iiiiv) is are not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any governmental authority, with respect to unemployment compensation benefits, Social Security social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). As of the date hereof, in each case except for any such liabilities that would not reasonably be expected to result, individually or in the aggregate, in a liability material to the Company and its Subsidiaries, taken as a whole. There there are no (x) actions, suits, claims or administrative matters pending orwhich have been served on the Company or an Affiliate, or to the Knowledge of the Company’s or an Affiliate’s knowledge, otherwise pending or threatened or reasonably anticipated in writing against the Company, any of its Subsidiaries, or any of their Employees Company relating to any Employee, Employee Agreement or Company Employee Plan Plan, except where such actions, suits, claims or (y) pendingadministrative matters would not have a Material Adverse Effect. As of the date hereof, there are no pending claims or actions which have been served on the Company or an Affiliate, or to the Knowledge of Company’s or an Affiliate’s knowledge, otherwise threatened in writing against the Company, or threatened or reasonably anticipated claims or actions against Company, any of its Subsidiaries, any Company trustee or any trustee of any Subsidiary an Affiliate under any worker’s compensation policy or long-term disability policy, in each case except that would not, individually or in the aggregate, reasonably be expected to result in material liability to of the Company or its Subsidiariesan Affiliate, except where such pending claims would not have a Material Adverse Effect. Neither To the Company’s and the Affiliates’ knowledge, no Employee has violated any employment contract, nondisclosure agreement, non-competition or non-solicitation agreement by which such Employee is bound. As of the date hereof, except as set forth in Section 2.11(k) of the Company or any Subsidiary is party to a conciliation agreementDisclosure Schedule, consent decree or other agreement or order with any federal, state, or local agency or governmental authority with respect to employment practices. The the services provided by each of the Company’s, each Subsidiary’s and their Controlled Group Affiliates’ its Affiliate’s Employees are is terminable at the will of the Company and its Controlled Group Affiliates and any such termination would result in no liability to the Company or any Controlled Group Affiliate. Section 2.12(l) of the Company Disclosure Schedule lists all material liabilities of the Company to any Employee that result from the termination by the Company, Parent any Affiliate or any of its Subsidiaries of such Employee’s employment or provision of services, a change of control of the Company, or a combination thereof. Neither the Company nor any of its Subsidiaries has any material liability with respect to any misclassification of: (a) any Person as an independent contractor rather than as an employee, (b) any employee leased from another employer, or (c) any employee currently or formerly classified as exempt from overtime wagesParent.

Employment Matters. The Company and each of its Subsidiaries is in compliance with in all material compliance respects with all applicable foreign, federal, state and local laws, rules and regulations Legal Requirements respecting employment, employment practices, terms and conditions of employment, worker classification, tax withholding, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, wages (including overtime wages), compensation, and hours of workhours, and in each case, with respect to Employees, the Company and each of its Subsidiaries: (i) has withheld and reported all amounts required by law or by agreement to be withheld and reported with respect to wages, salaries salaries, fees and other payments to Employees, (ii) is not liable for any arrears of wages, severance pay (including payment in lieu of accrued holiday on termination of employment) or any Taxes taxes (including PAYE) or National Insurance contributions or any penalty for failure to comply with any of the foregoing, and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any governmental authority, with respect to unemployment compensation benefits, Social Security social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice), in each case except (iv) is not liable for breach of any contract of service or for services, for redundancy payments, protective awards or for compensation for wrongful dismissal, unfair dismissal, for any such liabilities that would claim in respect of an accident or injury or failure to comply with any order for the reinstatement or re-engagement of any employee or consultant. The Company is not reasonably be expected currently paying compensation or making any other payment to resultany former Employee or director. No gratuitous payments have been made or promised in respect of the actual or proposed termination, individually suspension or in the aggregate, in a liability material to the Company and its Subsidiaries, taken as a wholevariation of any Employment Agreement. There are no (x) actions, suits, claims or administrative matters pending or, to To the Knowledge of the Company, threatened or reasonably anticipated against the Company, any of its Subsidiaries, or any of their Employees relating to any Employee, Employee Agreement or Company Employee Plan or (y) there are no pending, to the Knowledge of the Company, or threatened or reasonably anticipated claims or actions against Company, any of its Subsidiaries, Company or any Company trustee or any trustee of any Subsidiary under any worker’s compensation policy or long-term disability policy, in each case except that would not, individually or in . To the aggregate, reasonably be expected to result in material liability to the Company or its Subsidiaries. Neither the Company or any Subsidiary is party to a conciliation agreement, consent decree or other agreement or order with any federal, state, or local agency or governmental authority with respect to employment practices. The services provided by each of the Company’s, each Subsidiary’s and their Controlled Group Affiliates’ Employees are terminable at the will of the Company and its Controlled Group Affiliates and any such termination would result in no liability to the Company or any Controlled Group Affiliate. Section 2.12(l) of the Company Disclosure Schedule lists all material liabilities of the Company to any Employee that result from the termination by the Company, Parent or any of its Subsidiaries of such Employee’s employment or provision of services, a change of control Knowledge of the Company, no grievance or complaint of discrimination has been raised by any current or former Employee that is outstanding as of the date of this Agreement. All Employees who require a combination thereofwork permit have such a permit in force as of the date of this Agreement. Neither No Person has been employed by the Company nor any who does not have leave to enter or remain in the United Kingdom or otherwise in breach of its Subsidiaries has any material liability with respect to any misclassification of: (a) any Person as an independent contractor rather than as an employee, (b) any employee leased from another employer, or (c) any employee currently or formerly classified as exempt from overtime wagessection 8 of the Asylum and Immigration Xxx 0000.

Employment Matters. The Company and each of its Subsidiaries is in material compliance with all applicable foreign, federal, state and local laws, rules and regulations respecting employment, employment practices, terms and conditions of employment, worker classification, tax withholding, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, wages (including overtime wages), compensation, and hours of work, and in each case, with respect to Employees, the Company and each of its Subsidiaries: (i) has withheld and reported in all material respects all amounts required by law or by agreement to be withheld and reported with respect to wages, salaries and other payments to Employees, (ii) is not liable for any material arrears of wages, severance pay or any Taxes or any penalty for failure to comply with any of the foregoing, and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any governmental authority, with respect to unemployment compensation benefits, Social Security social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice), in each case except for any such liabilities that would not reasonably be expected to result, individually or in the aggregate, in a liability material to the Company and its Subsidiaries, taken as a whole. There are no (x) material actions, suits, claims or administrative matters pending or, to the Knowledge of the Company, threatened or reasonably anticipated against the Company, Company or any of its Subsidiaries, or any of their Employees relating to any Employee, Employee Agreement or Company Employee Plan or (y) pendingPlan. There are no pending or, to the Knowledge of the Company, or threatened or reasonably anticipated claims or actions against Company, any of its Subsidiaries, the Company or any Company trustee or any trustee of any Subsidiary under any worker’s compensation policy or long-term disability policy, in each case except that would not, individually or in the aggregate, reasonably be expected to result in material liability to the . The Company or its Subsidiaries. Neither the Company or any Subsidiary is not party to a conciliation agreement, consent decree or other agreement or order with any federal, state, or local agency or governmental authority with respect to employment practices. The services provided by each of the Company’s, each Subsidiary’s and their Controlled Group its ERISA Affiliates’ Employees are terminable at the will of the Company and its Controlled Group ERISA Affiliates and any such termination would result in no liability to the Company or any Controlled Group AffiliateERISA Affiliate (other than ordinary administration expenses or with respect to benefits, other than bonuses, commissions or amounts under other compensation plans, that were previously earned, vested or accrued under Company Employee Plans prior to the Effective Time). Section 2.12(l2.22(k) of the Company Disclosure Schedule lists all material liabilities of the Company to any Employee Employee, that result from the termination by the Company, Company or Parent or any of its Subsidiaries of such Employee’s employment or provision of services, a change of control of the Company, or a combination thereofother than those disclosed in Section 2.22(j). Neither the Company nor any of its Subsidiaries ERISA Affiliate has any direct or indirect material liability with respect to any misclassification of: (a) of any Person person as an independent contractor rather than as an employee, (b) with respect to any employee leased from another employer, employer or (c) with respect to any employee currently or formerly classified as exempt from overtime wages.

Employment Matters. The Except as is not reasonably likely to result in a material liability to the Company, the Company and each of its Subsidiaries is in compliance in all material compliance respects with all applicable foreign, federal, state and local laws, rules and regulations Legal Requirements respecting employment, employment practices, terms terms, conditions and conditions classifications of employment, worker classification, tax withholding, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, health and wages (including overtime wages), compensation, and hours of workhours, and in each case, with respect to Employees, the Company and each of its Subsidiaries: Employees (i) has withheld and reported all amounts required by law or by agreement to be withheld and reported with respect to wages, salaries and other payments to Employees, (ii) is not liable for any arrears of wages, severance pay or any Taxes or any penalty for failure to comply with any of the foregoing, and (iiiii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any governmental authority, with respect to unemployment compensation benefits, Social Security social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice), . Except as set forth in each case except for any such liabilities that would not reasonably be expected to result, individually or in the aggregate, in a liability material to Section 2.16(k) of the Company and its SubsidiariesDisclosure Letter, taken as a whole. There there are no (x) actions, suits, claims or administrative matters pending pending, or, to the Knowledge of the Company, threatened or reasonably anticipated against the Company, any of its Subsidiaries, or any of their Employees relating to any Employee, Employee Agreement or Company Employee Plan or (y) pendingPlan. Except as is not reasonably likely to result in a material liability to the Company, there are no pending or, to the Knowledge of the Company, or threatened or reasonably anticipated claims or actions against the Company, any of its Subsidiaries, any Company trustee or any trustee of any Subsidiary under any worker’s compensation policy or long-term disability policy, . Except as set forth in each case except that would not, individually or in the aggregate, reasonably be expected to result in material liability to Section 2.16(k) of the Company or its Subsidiaries. Neither Disclosure Letter, the Company or any Subsidiary is party to a conciliation agreement, consent decree or other agreement or order with any federal, state, or local agency or governmental authority with respect to employment practices. The services provided by EXECUTION COPY each of the Company’s, each Subsidiary’s and their Controlled Group ERISA Affiliates’ Employees are terminable at the will of the Company and its Controlled Group Affiliates and any such termination would result in no liability to the Company or any Controlled Group Affiliate. Section 2.12(l) of the Company Disclosure Schedule lists all material liabilities of the Company to any Employee that result from the termination by the Company, Parent or any of its Subsidiaries of such Employee’s employment or provision of services, a change of control of the Company, or a combination thereof. Neither the Company nor any of its Subsidiaries has any material liability with respect to any misclassification of: (a) any Person as an independent contractor rather than as an employee, (b) any employee leased from another employer, or (c) any employee currently or formerly classified as exempt from overtime wagesERISA Affiliates.

Employment Matters. The Set forth in Section 2.17 of the Disclosure Schedule is a list of each written employment agreement currently in effect between the Company or any of the Subsidiaries and each any employee of its the Company or any of the Subsidiaries (for the avoidance of doubt, excluding any offer letter or similar document with respect to an “at-will” employee of the Company whose employment may be terminated at any time without any required minimum advance notice that does not provide for severance or any non-ordinary course bonus or other benefit) (collectively, the “Company Employment Agreements” and individually, a “Company Employment Agreement”). Neither the Company nor any of the Subsidiaries (i) is in violation in any material compliance with all respect of applicable foreign, federal, state and local laws, rules and regulations laws respecting employment, employment practices, terms and conditions of employmentemployment and wages and hours, worker classification, tax withholding, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, wages (including overtime wages), compensation, and hours of work, and in each case, with respect to Employees, the Company and each of its Subsidiaries: (iii) has withheld and reported all amounts required by law or by agreement contract to be withheld and reported with respect to wages, salaries and other payments to Employeesits respective employees, (iiiii) is not liable has any material liability for AGREEMENT AND PLAN OF MERGER any arrears of wages, severance pay wages or any Taxes or any material penalty for failure to comply with any violation of the foregoingclauses (i) or (ii) above, and (iiiiv) is not liable has any material liability for any payment to any trust or other fund governed by or maintained by or on behalf of any governmental authority, Governmental Authority with respect to wages, unemployment compensation compensation, benefits, Social Security social security or other benefits or obligations for Employees employees (other than routine payments to be made in the normal course of business and Business, consistent with past practice), in each case except for any such liabilities that would not reasonably be expected to result, individually or in the aggregate, in a liability material to the Company and its Subsidiaries, taken as a whole. There are no (x) actions, suits, claims or administrative matters pending or, to the Knowledge of the Company, threatened or reasonably anticipated against the Company, any of its Subsidiaries, or any of their Employees relating to any Employee, Employee Agreement or Company Employee Plan or (y) pending, to the Knowledge of the Company, or threatened or reasonably anticipated claims or actions against Company, any of its Subsidiaries, any Company trustee or any trustee of any Subsidiary under any worker’s compensation policy or long-term disability policy, in each case except that would not, individually or in the aggregate, reasonably be expected to result in material liability to the Company or its Subsidiaries. Neither the Company or any Subsidiary is party to a conciliation agreement, consent decree or other agreement or order with any federal, state, or local agency or governmental authority with respect to employment practices. The services provided by each of the Company’s, each Subsidiary’s and their Controlled Group Affiliates’ Employees are terminable at the will of the Company and its Controlled Group Affiliates and any such termination would result in no liability to the Company or any Controlled Group Affiliate. Section 2.12(l) of the Company Disclosure Schedule lists all material liabilities of the Company to any Employee that result from the termination by the Company, Parent or any of its Subsidiaries of such Employee’s employment or provision of services, a change of control of the Company, or a combination thereof. Neither the Company nor any of its the Subsidiaries has any material liability change of control agreements with respect any officer, director or employee of the Company or any of the Subsidiaries. Without limiting the generality of the foregoing, the Company and the Subsidiaries have paid all amounts due to any misclassification of: employee or contractor of the Company or any of the Subsidiaries for wages earned, including, but not limited to (ai) any Person as an independent contractor rather than as an employeesalary or other base compensation, (bii) bonuses, (iii) variable compensation, including, but not limited to, prorated variable compensation earned according to any employee leased from another employervariable compensation plan or schedule, or and (civ) the value of any employee currently or formerly classified as exempt from overtime wagesaccrued, unused vacation.

Employment Matters. The Company and each of its Subsidiaries Company: (i) is in material compliance with all applicable foreign, federal, state and local laws, rules and regulations respecting employment, employment practices, terms and conditions of employmentemployment and wages and hours, worker classification, tax withholding, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, wages (including overtime wages), compensation, and hours of work, and in each case, with respect to Employees, the Company and each of its Subsidiaries: (iii) has withheld and reported all amounts required by law or by agreement to be withheld and reported with respect to wages, salaries and other payments to Employees, (iiiii) is not liable for any arrears of wages, severance pay wages or any Taxes taxes or any penalty for failure to comply with any of the foregoing, and (iiiiv) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any governmental authority, with respect to unemployment compensation benefits, Social Security social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice), in each case except for any such liabilities that would not reasonably be expected to result, individually or in the aggregate, in a liability material to the Company and its Subsidiaries, taken as a whole. There are no (x) actions, suits, claims or administrative matters pending or, to the Knowledge of the Company, threatened or reasonably anticipated against the Company, any of its Subsidiaries, or any of their Employees relating to any Employee, Employee Agreement or Company Employee Plan or (y) pending, to the Knowledge of the Companythreatened, or threatened or reasonably anticipated claims or actions against Company, any of its Subsidiaries, any the Company trustee or any trustee of any Subsidiary under any worker’s 's compensation policy or long-term disability policy. There are no pending, in each case except that would not, individually or in the aggregate, reasonably be expected to result in material liability to the Company or its Subsidiaries. Neither the Company or any Subsidiary is party to a conciliation agreement, consent decree or other agreement or order with any federal, state, or local agency or governmental authority with respect to employment practices. The services provided by each of the Company’s, each Subsidiary’s and their Controlled Group Affiliates’ Employees are terminable at the will of the Company and its Controlled Group Affiliates and any such termination would result in no liability to the Company or any Controlled Group Affiliate. Section 2.12(l) of the Company Disclosure Schedule lists all material liabilities of the Company to any Employee that result from the termination by the Company, Parent or any of its Subsidiaries of such Employee’s employment or provision of services, a change of control Knowledge of the Company, threatened, or reasonably anticipated Equal Employment Opportunity Commission charges, other claims of employment discrimination, wage and hour department investigations, or occupational health or safety claims against the Company. The Company has not effectuated a combination thereof. Neither (i) "plant closing" (as defined by the Worker Adjustment Retraining Notification Act ("WARN")) affecting any site of employment or facilities or operating units within any site of employment or facility of the Company nor any of its Subsidiaries has any material liability with respect to any misclassification of: (a) any Person as an independent contractor rather than as an employee, (b) any employee leased from another employer, or (cii) "mass layoff" (as defined by WARN) affecting any employee currently site of employment or formerly classified as exempt from overtime wagesfacility of the Company; nor has the Company been affected by any -41- transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state or local law.

Employment Matters. The Except as set forth in SECTION 2.11(K) of the Company Disclosure Schedule and except in each case where non-compliance, failure to withhold or report, failure to comply or liability would not have a Material Adverse Effect, the Company and each of its Subsidiaries is Affiliate: (i) are in material compliance with all applicable foreign, federal, state and local laws, rules and regulations respecting employment, employment practices, terms and conditions of employment, worker classification, tax withholding, prohibited discrimination, equal termination of employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, wages (including overtime wages), compensation, and hours of workhours, and in each case, with respect to Employees, the Company and each of its Subsidiaries: ; (iii) has have withheld and reported all amounts required by law or by agreement to be withheld and reported with respect to wages, salaries and other payments to Employees, ; (iiiii) is are not liable for any arrears of wages, severance pay or any Taxes taxes or any penalty for failure to comply with any of the foregoing, ; and (iiiiv) is are not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any governmental authority, with respect to unemployment compensation benefits, Social Security social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). As of the date hereof, in each case except for any such liabilities that would not reasonably be expected to result, individually or in the aggregate, in a liability material to the Company and its Subsidiaries, taken as a whole. There there are no (x) actions, suits, claims or administrative matters pending orwhich have been served on the Company or an Affiliate, or to the Knowledge of the Company's or an Affiliate's knowledge, otherwise pending or threatened or reasonably anticipated in writing against the Company, any of its Subsidiaries, or any of their Employees Company relating to any Employee, Employee Agreement or Company Employee Plan Plan, except where such actions, suits, claims or (y) pendingadministrative matters would not have a Material Adverse Effect. As of the date hereof, there are no pending claims or actions which have been served on the Company or an Affiliate, or to the Knowledge of Company's or an Affiliate's knowledge, otherwise threatened in writing against the Company, or threatened or reasonably anticipated claims or actions against Company, any of its Subsidiaries, any Company trustee or any trustee of any Subsidiary an Affiliate under any worker’s 's compensation policy or long-term disability policy, in each case except that would not, individually or in the aggregate, reasonably be expected to result in material liability to of the Company or its Subsidiariesan Affiliate, except where such pending claims would not have a Material Adverse Effect. Neither To the Company's and the Affiliates' knowledge, no Employee has violated any employment contract, nondisclosure agreement, non-competition or non-solicitation agreement by which such Employee is bound. As of the date hereof, except as set forth in SECTION 2.11(K) of the Company or any Subsidiary is party to a conciliation agreementDisclosure Schedule, consent decree or other agreement or order with any federal, state, or local agency or governmental authority with respect to employment practices. The the services provided by each of the Company’s, each Subsidiary’s 's and their Controlled Group Affiliates’ its Affiliate's Employees are is terminable at the will of the Company and its Controlled Group Affiliates and any such termination would result in no liability to the Company or any Controlled Group Affiliate. Section 2.12(l) of the Company Disclosure Schedule lists all material liabilities of the Company to any Employee that result from the termination by the Company, Parent any Affiliate or any of its Subsidiaries of such Employee’s employment or provision of services, a change of control of the Company, or a combination thereof. Neither the Company nor any of its Subsidiaries has any material liability with respect to any misclassification of: (a) any Person as an independent contractor rather than as an employee, (b) any employee leased from another employer, or (c) any employee currently or formerly classified as exempt from overtime wagesParent.

Employment Matters. The Company and each of its the Company Subsidiaries is are in compliance in all material compliance respects with all applicable foreignLegal Requirements, federaljudgments or arbitration awards of any court, state arbitrator or any Governmental Entity, extension orders and local laws, rules binding customs respecting labor and regulations respecting employment, including Legal Requirements relating to employment practices, terms and conditions of employment, discrimination, disability, fair labor standards, workers compensation, wrongful discharge, immigration, occupational safety and health, family and medical leave, wages and hours (including overtime wages), worker classification, tax withholdingequal opportunity, prohibited discrimination, equal employment, fair employment practicespay equity, meal and rest periods, immigration status, and employee safety and health, wages (including overtime wages), compensation, and hours of workterminations, and in each case, with respect to Employeesany current or former employee, consultant, independent contractor or director of the Company and each of its Subsidiaries: or any ERISA Affiliate (each, an “Employee”): (i) has withheld and reported all amounts required by law Legal Requirement or by agreement to be withheld and reported with respect to wages, salaries and other payments to Employees, (ii) is not liable for any arrears of wages, severance pay or any Taxes or any penalty for failure to comply with any of the foregoing, and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any governmental authorityGovernmental Entity, with respect to unemployment compensation benefits, Social Security social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice), in each case except for any such liabilities that would not reasonably be expected to result, individually or in the aggregate, in a liability material to the Company and its Subsidiaries, taken as a whole. There are no (x) actions, suits, claims or administrative matters pending or, to the Knowledge of the Companypending, threatened or reasonably anticipated against the Company, any of its Subsidiaries, Company Subsidiary or any of their Employees relating to any Employee, Employee Agreement or Company Employee Plan or (y) pending, to the Knowledge of the Company, Plan. There are no pending or threatened or reasonably anticipated claims or actions against Company, any of its Subsidiaries, Company Subsidiary or any Company trustee or any trustee of any Subsidiary under any worker’s compensation policy or long-long term disability policy, in each case except that would not, individually or in the aggregate, reasonably be expected to result in material liability to the Company or its Subsidiaries. Neither the Company or nor any Company Subsidiary is party to a conciliation agreement, consent decree or other agreement or order with any federal, state, or local agency or governmental authority with respect to employment practices. The services provided by each of the Company’s, each Subsidiary’s and their Controlled Group AffiliatesCompany Subsidiaries’ Employees are terminable at the will of the Company and its Controlled Group Affiliates or the Company Subsidiaries, as applicable, and any such termination would result in no liability to the Company or any Controlled Group AffiliateCompany Subsidiary. Section 2.12(l2.19(j) of the Company Disclosure Schedule lists all material liabilities of the Company and the Company Subsidiaries to any Employee that may result from the termination by the Company, Parent any Company Subsidiary or any of its Subsidiaries Acquiror of such Employee’s employment or provision of services, a change of in control of the CompanyCompany or any Company Subsidiary, or a combination thereof. Neither The Company and the Company nor any of its Subsidiaries has any material have no liability with respect to any misclassification of: of (ax) any Person or Employee as an independent contractor rather than as an employee, ; (by) any employee Employee leased from another employer, ; or (cz) any employee Employee currently or formerly classified as exempt from overtime wages.

Employment Matters. The Company and each of its the Company Subsidiaries is are in compliance in all material compliance respects with all applicable foreignLegal Requirements, federaljudgments or arbitration awards of any court, state arbitrator or any Governmental Entity, extension orders and local laws, rules binding customs respecting labor and regulations respecting employment, including Legal Requirements relating to employment practices, terms and conditions of employment, discrimination, disability, fair labor standards, workers compensation, wrongful discharge, immigration, occupational safety and health, family and medical leave, wages and hours (including overtime wages), worker classification, tax withholdingequal opportunity, prohibited discrimination, equal employment, fair employment practicespay equity, meal and rest periods, immigration status, and employee safety and health, wages (including overtime wages), compensation, and hours of workterminations, and in each case, with respect to Employeesany current or former employee, consultant, independent contractor or director of the Company and each of its Subsidiaries: or any Company Subsidiary (each, an “Employee”): (i) has withheld and reported all amounts required by law Legal Requirement or by agreement to be withheld and reported with respect to wages, salaries and other payments to Employees, (ii) is not liable for any arrears of wages, severance pay or any Taxes or any penalty for failure to comply with any of the foregoing, and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any governmental authorityGovernmental Entity, with respect to unemployment compensation benefits, Social Security social security or other benefits or obligations for Employees (other than routine payments to be made in the normal ordinary course of business and consistent with past practice), in each case except for any such liabilities that would not reasonably be expected to result, individually or in the aggregate, in a liability material to the Company and its Subsidiaries, taken as a whole. There are no (x) actions, suits, claims or administrative matters pending pending, reasonably anticipated or, to the Knowledge knowledge of the Company, threatened or reasonably anticipated against the Company, any of its Subsidiaries, Company Subsidiary or any of their Employees relating to any Employee. There are no pending, Employee Agreement or Company Employee Plan or (y) pendingreasonably anticipated or, to the Knowledge knowledge of the Company, or threatened or reasonably anticipated claims or actions against Company, any of its Subsidiaries, Company Subsidiary or any Company trustee or any trustee of any Subsidiary under any worker’s compensation policy or long-long term disability policy, in each case except that would not, individually or in the aggregate, reasonably be expected to result in material liability to the Company or its Subsidiaries. Neither the Company or any Subsidiary is party to a conciliation agreement, consent decree or other agreement or order with any federal, state, or local agency or governmental authority with respect to employment practices. The services provided by each of the Company’s, each Subsidiary’s and their Controlled Group AffiliatesCompany Subsidiaries’ Employees are terminable at the will of the Company and its Controlled Group Affiliates or the Company Subsidiaries, as applicable, and any such termination would result in no liability to the Company or any Controlled Group AffiliateCompany Subsidiary. Section 2.12(l) of The Company and the Company Disclosure Schedule lists all material liabilities of the Company to any Employee that result from the termination by the Company, Parent or any of its Subsidiaries of such Employee’s employment or provision of services, a change of control of the Company, or a combination thereof. Neither the Company nor any of its Subsidiaries has any material have no liability with respect to any misclassification of: of (ax) any Person or Employee as an independent contractor rather than as an employee, ; (by) any employee Employee leased from another employer, ; or (cz) any employee Employee currently or formerly classified as exempt from overtime wages.

Employment Matters. The Company and each of its Subsidiaries is in compliance in all material compliance respects with all applicable foreign, federal, state and local laws, rules rules, ordinances and regulations respecting employment, employment practices, terms and conditions of employment, worker classification, tax withholding, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, wages (including overtime wages), compensation, and hours of work, and in each case, with respect to Employees, the Company and each of its Subsidiaries: (i) has withheld and reported all amounts required by law or by agreement to be withheld and reported with respect to wages, salaries and other payments to Employees, ; (ii) is not liable for any arrears of wages, severance pay or any Taxes or any penalty for failure to comply with any of the foregoing, ; and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any governmental authorityGovernmental Entity, with respect to unemployment compensation benefits, Social Security social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice), in each case except for any such liabilities that would not reasonably be expected to result, individually or in the aggregate, in a liability material to the Company and its Subsidiaries, taken as a whole. There are no (x) actions, suits, claims claims, audits, investigations or administrative matters pending or, to the Knowledge of the Company, threatened or reasonably anticipated against the Company, Company or any of its Subsidiaries, or any of their Employees relating to any Employee, Employee Agreement or Company Employee Plan or (y) Agreement. There are no pending, to the Knowledge of the Company, or threatened or reasonably anticipated claims or actions against Company, any of its Subsidiaries, the Company or any Company trustee or any trustee of any Subsidiary under any worker’s compensation policy or long-long term disability policy, in each case except that would not, individually or in the aggregate, reasonably be expected to result in material liability to the . The Company or its Subsidiaries. Neither the Company or any Subsidiary is not a party to a conciliation agreement, consent decree or other material agreement or order with any federal, state, state or local agency or governmental authority with respect to employment practices. The services provided by each of the Company’s, each Subsidiary’s and their Controlled Group Affiliates’ Employees are is terminable at the will of the Company and its Controlled Group Affiliates and any such termination would result in no liability material Liability to the Company or any Controlled Group AffiliateCompany. Section 2.12(l2.23(j) of the Company Disclosure Schedule lists all material liabilities of the Company to any Employee that result from the termination by the Company, Parent or any of its Subsidiaries Company of such Employee’s employment or provision of services, a change of control of the Company, or a combination thereof. Neither the The Company nor any of its Subsidiaries has does not have any material liability Liability with respect to any misclassification of: of (aA) any Person as an independent contractor rather than as an employee, ; (bB) any employee Employee leased from another employer, ; or (cC) any employee Employee currently or formerly classified as exempt from overtime wages.

Employment Matters. The Company and each of its Subsidiaries Each Acquired Entity is in material compliance with all applicable foreign, federal, state and local laws, rules and regulations regulations, collective bargaining agreements and arrangements, extension orders and binding customs respecting employment, employment practices, terms and conditions of employment, worker classification, tax withholding, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, health and wages (including overtime wages), compensation, and hours of workhours, and in each case, with respect to Employees, the Company and each of its Subsidiaries: (i) has withheld and reported all amounts required by law or by agreement to be withheld and reported with respect to wages, salaries and other payments to Employees, (ii) is not liable for any arrears of wages, severance pay or any Taxes or any penalty for failure to comply with any of the foregoing, and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any governmental authorityGovernmental Entity, with respect to unemployment compensation benefits, Social Security social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice), in each case except for any such liabilities that would not reasonably be expected to result, individually or in the aggregate, in a liability material to the Company and its Subsidiaries, taken as a whole. There are no (x) actions, suits, claims or administrative matters pending proceedings pending, or, to the Knowledge of the CompanyAcquired Entities and the Founders, threatened in writing or reasonably anticipated against any Acquired Entity or, to the CompanyKnowledge of the Acquired Entities and the Founders, any of its Subsidiaries, or any of their Employees relating to any Employee with respect to his or her capacity as an Employee, Employee Agreement or Company Employee Plan or (y) pending, to the Knowledge of the Company, Plan. There are no pending or threatened or reasonably anticipated claims or actions against Company, any of its Subsidiaries, any Company trustee Acquired Entity or any Acquired Entity trustee of any Subsidiary under any worker’s compensation policy or long-long term disability policy. If required by applicable law, in each case except that would not, individually or of the Company and any Acquired Entity has correctly classified all individuals who perform services for it in the aggregateUnited States as common law employees, reasonably be expected to result in material liability to the Company independent contractors or its Subsidiariesleased employees. Neither the Company or nor any Subsidiary Acquired Entity is a party to a conciliation agreement, consent decree or other agreement or order with any federal, state, or local agency or governmental authority Governmental Entity with respect to employment practices. The services provided by each of the Company’s, each Subsidiary’s and their Controlled Group Affiliates’ Employees are terminable at the will of the Company and its Controlled Group Affiliates and any such termination would result in no liability to the Company or any Controlled Group Affiliate. Section 2.12(l) of the Company Disclosure Schedule lists all material liabilities of the Company to any Employee that result from the termination by the Company, Parent or any of its Subsidiaries of such Employee’s employment or provision of services, a change of control of the Company, or a combination thereof. Neither the Company nor any of its Subsidiaries has any material liability with respect to any misclassification of: (a) any Person as an independent contractor rather than as an employee, (b) any employee leased from another employer, or (c) any employee currently or formerly classified as exempt from overtime wages.

Employment Matters. The Company and each of its Subsidiaries is in compliance in all material compliance respects with all applicable foreignforeign (including PRC Labor Law and Employment Contract Law (“Employment Contract Law”), federal, state and local other relevant PRC laws, rules regulations, policies and rules, as well as the local labor-related regulations of Beijing), including but not limited to laws, rules, regulations and policies respecting employment, employment practices, terms and conditions of employment, worker classification, tax withholding, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, holidays and leave, immigration status, employee safety and healthsafety, wages (including overtime wages), compensation, and hours of workworking hours, and in each case, with respect to Employees, the Company and each of its Subsidiaries: (i) has withheld and reported or declared all individual income tax, social insurance and housing fund contributions or other amounts required by law or by agreement to be withheld and reported with respect to wages, salaries and other payments to Employeesor declared, (ii) is not liable for any arrears of wages, severance pay or any Taxes or any penalty for failure to comply with any of the foregoing, and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any governmental authority, with respect to unemployment compensation benefits, Social Security to social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice), in each case except for any such liabilities that would not reasonably be expected to result, individually or in the aggregate, in a liability material to the Company and its Subsidiaries, taken as a whole. There are no (x) actionsaction, suits, claims or administrative matters pending oror punishment pending, or to the Knowledge of the Company, Company threatened or reasonably anticipated against the Company, Company or any of its Subsidiaries, Subsidiaries or any of their its Employees relating to any Employee, Employee Agreement or Company Employee Plan Plan. There are no pending or (y) pending, to the Knowledge of the Company, or Company threatened or reasonably anticipated claims or actions against Company, any of its Subsidiaries, any Company trustee or any trustee of any Subsidiary under any worker’s compensation policy or long-term disability policy, in each case except that would not, individually or in the aggregate, reasonably be expected to result in material liability to the Company or its Subsidiariesplan. Neither the Company or nor any Subsidiary is party to a conciliation agreement, consent decree or other agreement or order with any federal, state, state or local agency or governmental authority with respect to employment practices. The services provided by each of the Company’s, each Subsidiary’s and their Controlled Group its ERISA Affiliates’ Employees are is terminable at the will of the Company and its Controlled Group ERISA Affiliates and any such termination would result in no liability to the Company or any Controlled Group ERISA Affiliate. Section 2.12(l2.23(n) of the Company Disclosure Schedule lists all material liabilities of the Company or any of its Subsidiaries to any Employee Employee, that would result from the termination by the Company, Parent Company or any of its Subsidiaries or Purchaser of such Employee’s employment or provision of servicesemployment, a change of control of the Company, or a combination thereof. Neither the Company nor any of its Subsidiaries nor any ERISA Affiliate has any material direct or indirect liability with respect to any misclassification of: (a) of any Person person as an independent contractor rather than as an employee, (b) with respect to any employee leased from another employer, employer or (c) with respect to any person as an exempt employee currently or formerly classified rather than as a non-exempt from overtime wagesemployee.

Employment Matters. The Company and each of its Subsidiaries is in compliance in all material compliance respects with all applicable foreign, federal, state and local laws, rules and regulations Laws respecting employment, employment practices, terms and conditions of employment, worker classification, tax withholding, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, wages (including overtime wages), compensation, and hours of work, and in each case, with respect to Employees, the Company and each of its Subsidiariesemployees: (i) has have withheld and reported and remitted all amounts required by law Law or by agreement to be withheld and reported and remitted with respect to wages, salaries and other payments to Employeesemployees, (ii) is are not liable for any any: arrears of wages, severance pay or any Taxes or any penalty for failure to comply with any of the foregoing, and (iii) is are not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any governmental authority, with respect to unemployment compensation benefits, Social Security social security or other benefits or obligations for Employees employees (other than routine payments to be made in the normal course of business and consistent with past practice), in each case except for any such liabilities that would not reasonably be expected to result, individually or in the aggregate, in a liability material to the Company and its Subsidiaries, taken as a whole. There are no (x) actions, suits, claims or administrative matters pending or, or to the Knowledge of the Company, threatened or reasonably anticipated against the Company, Company or any of its Subsidiaries, Subsidiaries or any of their Employees respective employees relating to any Employee, Employee Agreement or Company Employee Plan Plan. There are no pending or (y) pending, to the Knowledge of the Company, or threatened or reasonably anticipated claims or actions against the Company, any of its Subsidiaries, Subsidiaries or any Company trustee or any trustee of any Subsidiary under any worker’s compensation policy or long-term disability policy, in each case except that would not, individually or in the aggregate, reasonably be expected to result in material liability to the Company or its Subsidiaries. Neither the Company or any Subsidiary is party to a conciliation agreement, consent decree or other agreement or order with any federal, state, or local agency or governmental authority with respect to employment practices. The services provided by each of the Company’s, each Subsidiary’s and their Controlled Group Affiliates’ Employees are terminable at the will of the Company and its Controlled Group Affiliates and any such termination would result in no liability to the Company or any Controlled Group Affiliate. Section 2.12(l) of the Company Disclosure Schedule lists all material liabilities of the Company to any Employee that result from the termination by the Company, Parent or any of its Subsidiaries of such Employee’s employment or provision of services, a change of control of the Company, or a combination thereof. Neither the Company nor any of its Subsidiaries has any material liability with respect to any misclassification of: (a) any Person as an independent contractor rather than as an employeeEmployee, (b) any employee leased from another employer, or (c) any employee Employee currently or formerly classified as exempt from overtime wages. The services provided by each of the Company’s, each Subsidiary’s and their ERISA Affiliates’ Employees are terminable at the will of the Company and its ERISA Affiliates and any such termination would result in no liability to the Company or any ERISA Affiliate. Section 3.21(i) of the Disclosure Schedule lists all liabilities of the Company to any Employee, that result from the termination by the Company or any of its Subsidiaries of such Employee’s employment or provision of services, a change of control of the Company, or a combination thereof.

Employment Matters. The No labor dispute exists or, to the Company’s Knowledge, is threatened with respect to any of the employees of the Company or any of its Subsidiaries which has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. None of the Company’s or any Subsidiary’s employees located within the United States is a member of a union that relates to such employee’s relationship with the Company or Subsidiary, and each neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement. To the Knowledge of the Company, none of the Company’s or any Subsidiary’s employees located outside of the United States is a member of a union that relates to such employee’s relationship with the Company or Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and each Subsidiary believes that its relationship with its employees is good. No executive officer of the Company (as defined in Rule 501(f) of the Securities Act) has notified the Company or any such Subsidiary that such officer intends to leave the Company or any such Subsidiary or otherwise terminate such officer's employment with the Company or any such Subsidiary. To the Company’s Knowledge, no executive officer is, or is now expected to be, in violation of any term of any material compliance term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of a third party, and to the Company’s Knowledge, the continued employment of each such executive officer does not subject the Company or any Subsidiary to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance, and have complied, with all applicable foreign, U.S. federal, state state, local and local laws, rules foreign laws and regulations respecting employment, relating to employment and employment practices, terms and conditions of employmentemployment and wages and hours, worker classification, tax withholding, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, wages (including overtime wages), compensation, and hours of work, and in each case, with respect to Employees, except where the Company and each of its Subsidiaries: (i) has withheld and reported all amounts required by law or by agreement failure to be withheld and reported with respect to wages, salaries and other payments to Employees, (ii) is in compliance has not liable for any arrears of wages, severance pay had or any Taxes or any penalty for failure to comply with any of the foregoing, and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any governmental authority, with respect to unemployment compensation benefits, Social Security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice), in each case except for any such liabilities that would not reasonably be expected to resulthave, individually or in the aggregate, in a liability material to the Company and its Subsidiaries, taken as a whole. There are no (x) actions, suits, claims or administrative matters pending or, to the Knowledge of the Company, threatened or reasonably anticipated against the Company, any of its Subsidiaries, or any of their Employees relating to any Employee, Employee Agreement or Company Employee Plan or (y) pending, to the Knowledge of the Company, or threatened or reasonably anticipated claims or actions against Company, any of its Subsidiaries, any Company trustee or any trustee of any Subsidiary under any worker’s compensation policy or long-term disability policy, in each case except that would not, individually or in the aggregate, reasonably be expected to result in material liability to the Company or its Subsidiaries. Neither the Company or any Subsidiary is party to a conciliation agreement, consent decree or other agreement or order with any federal, state, or local agency or governmental authority with respect to employment practices. The services provided by each of the Company’s, each Subsidiary’s and their Controlled Group Affiliates’ Employees are terminable at the will of the Company and its Controlled Group Affiliates and any such termination would result in no liability to the Company or any Controlled Group Affiliate. Section 2.12(l) of the Company Disclosure Schedule lists all material liabilities of the Company to any Employee that result from the termination by the Company, Parent or any of its Subsidiaries of such Employee’s employment or provision of services, a change of control of the Company, or a combination thereof. Neither the Company nor any of its Subsidiaries has any material liability with respect to any misclassification of: (a) any Person as an independent contractor rather than as an employee, (b) any employee leased from another employer, or (c) any employee currently or formerly classified as exempt from overtime wagesMaterial Adverse Effect.

Employment Matters. The Company and each of its Subsidiaries is in compliance in all material compliance respects with all applicable foreign, federal, state and local laws, rules and regulations respecting employment, employment practices, terms and conditions of employment, worker classification, tax withholding, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, wages (including overtime wages), compensation, and hours of workhours, and in each case, with respect to Employees, the Company and each of its Subsidiaries: (i) has withheld and reported all amounts required by law or by agreement to be withheld and reported with respect to wages, salaries and other payments to Employees, (ii) is not liable for any arrears of wages, severance pay or any Taxes or any penalty for failure to comply with any of the foregoing, and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any governmental authority, with respect to unemployment compensation benefits, Social Security social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice), in each case except for any such liabilities that would not reasonably be expected to result, individually or in the aggregate, in a liability material to the Company and its Subsidiaries, taken as a whole. There are no (x) actions, suits, claims or administrative matters pending orpending, or to the Knowledge of the Company, Company threatened or reasonably anticipated against the Company, Company or any of its Subsidiaries, Subsidiaries or any of their its Employees relating to any EmployeeEmployee in his or her capacity as an Employee of the Company, Employee Agreement or Company Employee Plan Plan. There are no pending or (y) pending, to the Knowledge of the Company, or Company threatened or reasonably anticipated claims or actions against Company, any of its Subsidiaries, any Company trustee or any trustee of any Subsidiary under any worker’s compensation policy or long-term disability policy, in each case except that would not, individually or in the aggregate, reasonably be expected to result in material liability to the Company or its Subsidiariesplan. Neither the Company or nor any Subsidiary is party to a conciliation agreement, consent decree or other agreement or order with any federal, state, or local agency or governmental authority with respect to employment practices. The services provided by each of the Company’s, each Subsidiary’s and their Controlled Group its ERISA Affiliates’ Employees are is terminable at the will of the Company and its Controlled Group ERISA Affiliates and any such termination would result in no liability to the Company or any Controlled Group ERISA Affiliate. Section 2.12(l2.23(m) of the Company Disclosure Schedule lists all material liabilities of the Company or any of its Subsidiaries to any Employee Employee, that result from the termination by the Company, Parent Company or any of its Subsidiaries or Parent of such Employee’s employment or provision of servicesemployment, a change of control of the Company, or a combination thereof. Neither the Company nor any of its Subsidiaries nor any ERISA Affiliate has any material direct or indirect liability with respect to any misclassification of: (a) of any Person person as an independent contractor rather than as an employee, (b) with respect to any employee leased from another employer, employer or (c) with respect to any person as an exempt employee currently or formerly classified rather than as a non-exempt from overtime wagesemployee.

Employment Matters. (i) The Company and each of its Subsidiaries is are in material compliance with all applicable foreignLaws, federalcollective bargaining agreements and other agreements or arrangements with any works council, state employee representative or other labor organization or group of employees, extension orders and local lawsbinding customs respecting labor and employment, including Laws, its own policies, practices, handbooks, work rules and internal regulations respecting employment, relating to fair employment practices, terms and conditions of employment, discrimination, disability, fair labor standards, workers compensation, wrongful discharge, immigration, occupational safety and health, family and medical leave, wages and hours (including overtime wages), worker classification, tax withholdingequal opportunity, prohibited discrimination, equal employment, fair employment practicespay equity, meal and rest periods, immigration status, and employee safety and health, wages (including overtime wages), compensation, and hours of workterminations, and in each case, with respect to Employees, the Company and each of its Subsidiaries: any Employee (i) has have withheld and reported and remitted all amounts required by law Law or by agreement to be withheld and reported and remitted with respect to wages, salaries and other payments to Employeesemployees, (ii) is are not liable for any any: arrears of wages, severance pay or any Taxes or any penalty for failure to comply with any of the foregoing, and (iii) is are not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any governmental authority, with respect to unemployment compensation benefits, Social Security social security or other benefits or obligations for Employees employees (other than routine payments to be made in the normal course of business and consistent with past practice), in each case except for any such liabilities that would not reasonably be expected to result, individually or in the aggregate, in a liability material to the Company and its Subsidiaries, taken as a whole. There are no (x) material actions, suits, claims or administrative matters pending or, to the Knowledge of the Company, threatened or reasonably anticipated against the Company, Company or any of its Subsidiaries, or any of their Employees employees relating to any Employee, employee or Employee Agreement or Company Employee Plan or (y) pendingAgreement. There are no pending or, to the Knowledge of the Company, or threatened or reasonably anticipated claims or actions against Company, any of its Subsidiaries, the Company or any Company trustee or any trustee of any Subsidiary under any worker’s compensation policy or long-term disability policy, in each case except that would not, individually or in the aggregate, reasonably be expected to result in material liability to the . The Company or its Subsidiaries. Neither the Company or any Subsidiary is not a party to a conciliation agreement, consent decree or other agreement or order with any federal, state, or local agency or governmental authority Governmental Entity with respect to employment practices. The services provided by each of the Company’s, each Subsidiary’s and their Controlled Group Affiliates’ Employees each ERISA Affiliate’s employees in the U.S. are terminable at will, and outside the will of the Company and its Controlled Group Affiliates U.S., each ERISA Affiliate’s employees are terminable in compliance with applicable Laws, and any such termination would result in no liability to the Company or any Controlled Group ERISA Affiliate. Section 2.12(l) of the Company Disclosure Schedule lists all material liabilities of the Company to any Employee that result from the termination by the Company, Parent or any of its Subsidiaries of such Employee’s employment or provision of services, a change of control of the Company, or a combination thereof. Neither the Company nor any of its Subsidiaries ERISA Affiliate has any material current direct or indirect liability with respect to any misclassification of: (a) of any Person person as an independent contractor rather than as an employee, (b) or with respect to any employee leased from another employer, employer or (c) any employee Employee currently or formerly classified as exempt from overtime wageswages or the equivalent under applicable Law.

Employment Matters. The To the Knowledge of the Company, the Company and each of its Subsidiaries is in compliance in all material compliance respects with all applicable foreign, federal, state and local laws, rules and regulations respecting employment, employment practices, terms and conditions of employment, worker classification, tax withholding, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, wages (including overtime wages), compensation, and hours of workhours, and in each case, with respect to Employees, the Company and each of its Subsidiaries: (i) has withheld and reported all amounts required by law or by agreement to be withheld and reported with respect to wages, salaries and other payments to Employees, (ii) is not liable for any arrears of wages, severance pay or any Taxes or any penalty for failure to comply with any of the foregoing, and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any governmental authority, with respect to unemployment compensation benefits, Social Security social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice), in each case except for any such liabilities that would not reasonably be expected to result, individually or in the aggregate, in a liability material to the Company and its Subsidiaries, taken as a whole. There are no (x) actionsaction, suits, claims or administrative matters pending orpending, or to the Knowledge of the Company, Company threatened or reasonably anticipated against the Company, Company or any of its Subsidiaries, Subsidiaries or any of their its Employees relating to any Employee, Employee Agreement or Company Employee Plan Plan. There are no pending or (y) pending, to the Knowledge of the Company, or Company threatened or reasonably anticipated claims or actions against Company, any of its Subsidiaries, any Company trustee or any trustee of any Subsidiary under any worker’s compensation policy or long-term disability policy, in each case except that would not, individually or in the aggregate, reasonably be expected to result in material liability to the Company or its Subsidiariesplan. Neither the Company or nor any Subsidiary is party to a conciliation agreement, consent decree or other agreement or order with any federal, state, or local agency or governmental authority with respect to employment practices. The services provided by each of the Company’s, each Subsidiary’s and their Controlled Group Affiliatesits Subsidiaries’ Employees are is terminable at the will of the Company and its Controlled Group Affiliates Subsidiaries’ and any such termination would result in no liability to the Company or any Controlled Group AffiliateSubsidiary. Section 2.12(l2.23(m) of the Company Disclosure Schedule lists all material liabilities of the Company or any of its Subsidiaries to any Employee Employee, that result from the termination by the Company, Parent Company or any of its Subsidiaries or Parent of such Employee’s employment or provision of servicesemployment, a change of control of the Company, or a combination thereof. Neither the Company nor any of its Subsidiaries has any material direct or indirect liability with respect to any misclassification of: (a) of any Person person as an independent contractor rather than as an employee, (b) with respect to any employee leased from another employer, employer or (c) with respect to any person as an exempt employee currently or formerly classified rather than as a non-exempt from overtime wagesemployee.

Employment Matters. The Company and each of its Subsidiaries is are and have been in compliance in all material compliance respects with all applicable foreign, federal, state and local laws, rules and regulations Laws respecting employment, employment practices, terms and conditions of employment, worker classification, tax withholding, prohibited employment discrimination, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, classification of Employees/Service Providers, immigration, employee whistleblowing, plant closures and layoffs, employee leave issues, loans or advances to employees, disability rights or benefits, affirmative action, employee privacy and wages (including overtime wages), compensation, and hours of workhours, and in each case, with respect to Employees, the Company and each of its Subsidiaries: /Service Providers (i) has withheld and reported all amounts required by law or by agreement to be withheld and reported with respect to wages, salaries and other payments to Employees, (ii) is are not liable for any arrears of wages, severance pay (except as set forth in Section 3.15(i) of the Company Disclosure Schedule) or any Taxes or any penalty for failure to comply with any of the foregoing, foregoing and (iiiii) is are not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any governmental authorityGovernmental Entity, with respect to unemployment compensation benefits, Social Security social security or other benefits or obligations for Employees Employees/Service Providers (other than routine payments to be made in the normal course of business and consistent with past practice), in each case except for any such liabilities that as would not reasonably be expected to result, individually or result in the aggregate, material liability. Except as set forth in a liability material to Section 3.15(i) of the Company and its SubsidiariesDisclosure Schedule, taken as a whole. There there are no (x) actions, grievances, investigations, complaints, suits, claims claims, charges or administrative matters pending pending, or, to the Knowledge of the Company's Knowledge, threatened or reasonably anticipated against the Company, any of its Subsidiaries, or any of their Employees Employees/Service Providers relating to any Employee/Service Provider, Employee Agreement or Company Employee Plan or (y) pendingPlan. There are no pending or, to the Knowledge of the Company's Knowledge, or threatened or reasonably anticipated claims or actions against the Company, any of its Subsidiaries, any Company trustee or any trustee of any Subsidiary under any worker’s 's compensation policy or long-term disability policy, . Except as set forth in each case except that would not, individually or in the aggregate, reasonably be expected to result in material liability to Section 3.15(i) of the Company or its Subsidiaries. Neither Disclosure Schedule, the Company or any Subsidiary is party to a conciliation agreement, consent decree or other agreement or order with any federal, state, or local agency or governmental authority with respect to employment practices. The services provided by each of the Company’s's, each of the Company's Subsidiary’s 's and each of their Controlled Group respective ERISA Affiliates’ Employees ' current employees based in the United States are terminable at the will of the Company and its Controlled Group Affiliates and any such termination would result in no liability to Company, the Company's Subsidiary or their respective ERISA Affiliates. No employee of the Company or any Controlled Group Affiliate. Section 2.12(l) of the Company Disclosure Schedule lists all material liabilities of the Company to any Employee that result from the termination by the Company, Parent or any of its Subsidiaries of such Employee’s employment or provision of services, a change of control of the Company, or a combination thereof. Neither 's Subsidiaries is based outside of the Company nor any of its Subsidiaries has any material liability with respect to any misclassification of: (a) any Person as an independent contractor rather than as an employee, (b) any employee leased from another employer, or (c) any employee currently or formerly classified as exempt from overtime wagesUnited States.

Employment Matters. The Company and each of its Subsidiaries is in material compliance with all applicable foreign, federal, state and local laws, rules and regulations respecting employment, employment practices, terms and conditions of employment, worker classification, employment tax withholding, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, the immigration statusstatus of employees, employee safety and health, the payment of wages (including overtime wages), compensation, and hours of work, and in each caseand, with respect to Employees, the Company and each of its Subsidiaries: (i) has withheld and reported all amounts required by law or by agreement to be withheld and reported with respect to wages, salaries and other payments to Employees, (ii) is not liable for any arrears of wages, severance pay or any Taxes or any penalty for failure to comply with any of the foregoing, and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any governmental authority, with respect to unemployment compensation benefits, Social Security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice), in each case except for any such amounts or liabilities that would not reasonably be expected to result, individually or in the aggregate, in a liability material to the Company and its Subsidiaries, taken as a whole. There Except as set forth on Section 2.12(l) of the Company Disclosure Letter, there are no (x) actions, suits, claims or administrative matters pending or, to the Knowledge of the Company, threatened or reasonably anticipated against the Company, Company or any of its Subsidiaries, or any of their Employees relating to any Employee, Employee Agreement or Company Employee Plan or (y) pendingpending or, to the Knowledge of the Company, or threatened or reasonably anticipated claims or actions against the Company, any of its Subsidiaries, any Company trustee or any trustee of any Subsidiary under any worker’s compensation policy or long-term disability policy, in each case except that as would not, individually or in the aggregate, reasonably be expected to result in material liability to the Company or its Subsidiaries. Neither the Company or nor any Subsidiary is party to a conciliation agreement, consent decree or other agreement or order with any federal, state, or local agency or governmental authority with respect to employment practices. The Except as set forth on Section 2.12(l) of the Company Disclosure Letter, the services provided by each of the Company’s, each Subsidiary’s and their Controlled Group Affiliatesits Subsidiaries’ Employees are terminable at the will of the Company and its Controlled Group Affiliates Subsidiaries and any such termination would result in no material liability to the Company or any Controlled Group Affiliate. Section 2.12(l) of the Company Disclosure Schedule lists all material liabilities of the Company to any Employee that result from the termination by the Company, Parent or any of its Subsidiaries of such Employee’s employment or provision of services, a change of control of the Company, or a combination thereofSubsidiary. Neither the Company nor any of its Subsidiaries has any material liability with respect to any misclassification of: (a) any Person as an independent contractor rather than as an employee, (b) any employee leased from another employer, or (c) any employee currently or formerly classified as exempt from overtime wages.

Employment Matters. The Except as set forth on Schedule 3.3(y), (i) no current or former directors, employees, consultants or other officers of the Company and each or any of its Subsidiaries is in material compliance with all applicable foreign, federal, state and local laws, rules and regulations respecting employment, employment practices, terms and conditions of employment, worker classification, tax withholding, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, wages (including overtime wages), compensation, and hours of work, and in each case, with respect are entitled to Employees, claim against the Company and each or any of its Subsidiaries: (i) has withheld Subsidiaries for any severance payments or similar termination compensation; and reported all amounts required by law no events have occurred to cause the Company or by agreement any Subsidiary to be withheld and reported with respect have an obligation to wages, salaries and other make any payments to Employeesany current or former director, or officer by way of specific performance, damages or compensation for loss of office or employment or for redundancy or unfair or wrongful dismissal; (ii) is not liable for none of the Company, any arrears of wagesSubsidiary, severance pay Seller or any Taxes Shareholder has received written notice of, or otherwise has Knowledge of, any employee whose continued employment is material to the conduct of the business of the Company or any penalty for failure to comply with any of the foregoing, and Subsidiary terminating his or her employment; (iiiii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any governmental authority, with respect to unemployment compensation benefits, Social Security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice), in each case except for any such liabilities that would not reasonably be expected to result, individually or in the aggregate, in a liability material to the Company and its SubsidiariesSubsidiaries are in compliance with all obligations imposed on employers pursuant to applicable Laws, taken as a whole. There including, but not limited to, applicable laws regarding overtime, Tax withholding and payments required to be made on behalf of or for the account of current or former employees in the nature of social benefits; (iii) there are no (x) actionsdisputes between the Company or any Subsidiary and any current or former employee, suitsdirector, claims consultant, officer or administrative matters senior management staff pending or, to the Knowledge of Seller or the CompanyShareholders, threatened or reasonably anticipated against the Company, any of its Subsidiaries, or any of their Employees relating to any Employee, Employee Agreement or Company Employee Plan or (y) pending, to the Knowledge of the Company, or threatened or reasonably anticipated claims or actions against Company, any of its Subsidiaries, any Company trustee or any trustee of any Subsidiary under any worker’s compensation policy or long-term disability policy, in each case except that would not, individually or in the aggregate, reasonably be expected to result in material liability to the Company or its Subsidiaries. Neither any Subsidiary; (iv) all contributions, premiums, social welfare payments and the like that are required to be paid by the Company or any Subsidiary is party to a conciliation agreementunder applicable Laws have been fully paid within the period prescribed by applicable Laws and/or adequate provision has been made for such payments in the Financial Statements; (v) there are no share incentive, consent decree share option, profit sharing, bonus or other agreement incentive arrangements for or order affecting any employees or other workers or former employees or other former workers of the Company or any Subsidiary; (vi) neither the Company nor any Subsidiary is involved in, and there are no circumstances materially likely to give rise to, any industrial or trade dispute or any dispute or negotiation regarding a claim of material importance with any federal, state, employee or local agency or governmental authority with respect to employment practices. The services provided by each ex-employee of the Company’s, each Subsidiary’s Company or any Subsidiary or any members or ex-members of trade unions; and their Controlled Group Affiliates’ Employees (viii) there are terminable at the will of no trade union funds or operating fees which are payable by the Company and its Controlled Group Affiliates and any such termination would result in no liability to Subsidiaries that have not been paid by the Company or any Controlled Group Affiliate. Section 2.12(l) of the Company Disclosure Schedule lists all material liabilities of the Company to any Employee that result from the termination by the Company, Parent or any of and its Subsidiaries of such Employee’s employment or provision of services, a change of control of the Company, or a combination thereof. Neither the Company nor any of its Subsidiaries has any material liability with respect to any misclassification of: (a) any Person as an independent contractor rather than as an employee, (b) any employee leased from another employer, or (c) any employee currently or formerly classified as exempt from overtime wagesSubsidiaries.

Employment Matters. The Company Target and each of its Subsidiaries Subsidiaries, their respective operations and the Business is in material compliance with all applicable foreign, federal, state and local laws, rules and regulations Laws respecting employment, employment practices, terms and conditions of employment, worker classification, tax withholding, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, wages (including overtime wages), compensation, and hours of workhours, and in each case, with respect to Employees, the Company and each of its Subsidiaries: (i) has withheld and reported all amounts required by law Law or by agreement to be withheld and reported with respect to wages, salaries and other payments to Employees, (ii) is not liable for any arrears of wages, severance pay or any Taxes or any penalty for failure to comply with any of the foregoing, and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any governmental authorityGovernmental or Regulatory Body, with respect to unemployment compensation benefits, Social Security social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course Ordinary Course of business and consistent with past practiceBusiness), in each case except for any such liabilities that would not reasonably be expected to result, individually or in the aggregate, in a liability material to the Company and its Subsidiaries, taken as a whole. There are no (x) actionsaction, suits, claims or administrative matters pending or, to the Knowledge of the Companypending, threatened or reasonably anticipated against the CompanyTarget, any of its Subsidiaries, the Business or any of their the Employees relating to any Employee, Employee Agreement or Company Target Employee Plan or (y) pendingPlan. There are no pending or, to the Knowledge of the CompanySeller's Knowledge, or threatened threatened, or reasonably anticipated claims or actions against CompanyTarget, any of its Subsidiaries, any Company trustee the Business or any trustee of any Subsidiary such Person under any worker’s 's compensation policy or long-term disability policy, in each case except that would not, individually or in the aggregate, reasonably be expected to result in material liability to the Company or its Subsidiaries. Neither the Company or any Subsidiary is party to a conciliation agreement, consent decree or other agreement or order with any federal, state, or local agency or governmental authority with respect to employment practices. The services provided by each of the Company’s, each Subsidiary’s and their Controlled Group Affiliates’ Employees are Employee is terminable at the will of the Company Target and its Controlled Group ERISA Affiliates and any such termination would result in no liability Liability to the Company Target or any Controlled Group ERISA Affiliate. Section 2.12(lExcept as disclosed in SECTION 2.21(M) of the Company Disclosure Schedule lists all material liabilities of the Company to any Employee that result from the termination by the CompanySchedule, Parent or any of its Subsidiaries of such Employee’s employment or provision of services, a change of control of the Company, or a combination thereof. Neither the Company neither Target nor any of its Subsidiaries ERISA Affiliate has any material liability direct or indirect Liability with respect to any misclassification of: (a) of any Person as an independent contractor rather than as an employee, (b) or with respect to any employee leased from another employer. Seller has provided Buyer with all information regarding the status of any Employee that is an independent contractor (including any reports prepared by any consultant or advisor to Seller, Target, their respective Subsidiaries or (cthe Business relating thereto) and, to the Knowledge of Seller, there have been no inquiries or concerns expressed by any employee currently Employee or formerly classified any Governmental or Regulatory Body regarding the classification or misclassification of any Person as exempt from overtime wagesan independent contractor rather than as an employee.

Employment Matters. The Except as is not reasonably likely to result in a material liability to the Company, the Company and each of its Subsidiaries is in compliance in all material compliance respects with all applicable foreign, federal, state and local laws, rules and regulations Legal Requirements respecting employment, employment practices, terms terms, conditions and conditions classifications of employment, worker classification, tax withholding, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, health and wages (including overtime wages), compensation, and hours of workhours, and in each case, with respect to Employees, the Company and each of its Subsidiaries: Employees (i) has withheld and reported all amounts required by law or by agreement to be withheld and reported with respect to wages, salaries and other payments to Employees, (ii) is not liable for any arrears of wages, severance pay or any Taxes or any penalty for failure to comply with any of the foregoing, and (iiiii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any governmental authority, with respect to unemployment compensation benefits, Social Security social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice), . Except as set forth in each case except for any such liabilities that would not reasonably be expected to result, individually or in the aggregate, in a liability material to Section 2.16(k) of the Company and its SubsidiariesDisclosure Letter, taken as a whole. There there are no (x) actions, suits, claims or administrative matters pending pending, or, to the Knowledge of the Company, threatened or reasonably anticipated against the Company, any of its Subsidiaries, or any of their Employees relating to any Employee, Employee Agreement or Company Employee Plan or (y) pendingPlan. Except as is not reasonably likely to result in a material liability to the Company, there are no pending or, to the Knowledge of the Company, or threatened or reasonably anticipated claims or actions against the Company, any of its Subsidiaries, any Company trustee or any trustee of any Subsidiary under any worker’s compensation policy or long-term disability policy, . Except as set forth in each case except that would not, individually or in the aggregate, reasonably be expected to result in material liability to Section 2.16(k) of the Company or its Subsidiaries. Neither Disclosure Letter, the Company or any Subsidiary is party to a conciliation agreement, consent decree or other agreement or order with any federal, state, or local agency or governmental authority with respect to employment practices. The services provided by each of the Company’s, each Subsidiary’s and their Controlled Group ERISA Affiliates’ Employees are terminable at the will of the Company and its Controlled Group Affiliates and any such termination would result in no liability to the Company or any Controlled Group Affiliate. Section 2.12(l) of the Company Disclosure Schedule lists all material liabilities of the Company to any Employee that result from the termination by the Company, Parent or any of its Subsidiaries of such Employee’s employment or provision of services, a change of control of the Company, or a combination thereof. Neither the Company nor any of its Subsidiaries has any material liability with respect to any misclassification of: (a) any Person as an independent contractor rather than as an employee, (b) any employee leased from another employer, or (c) any employee currently or formerly classified as exempt from overtime wagesERISA Affiliates.

Employment Matters. The Company and each of its Subsidiaries is the Subsidiary are in compliance in all material compliance respects with all applicable foreign, federal, state and local laws, rules rules, regulations and regulations ordinances respecting employment, employment practices, terms and conditions of employment, worker classification, tax withholding, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, immigration statusopportunity, employee safety and healthwages and hours, wages (including overtime wages), compensation, and hours of workworker classification, and in each case, with respect to Employees, the Company and each of its Subsidiaries: (i) has withheld and reported all amounts required by law or by agreement to be withheld and reported with respect to wages, bonus benefits, salaries and other payments to Employees, (ii) is not liable for any arrears of wages, overtime payments, bonuses, severance pay or any Taxes taxes or any penalty for failure to comply with any of the foregoing, and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any governmental authority, with respect to unemployment compensation benefits, Social Security social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice), in each case except for any such liabilities that would not reasonably be expected to result, individually or in the aggregate, in a liability material to the Company and its Subsidiaries, taken as a whole. There are no (x) actions, suits, claims claims, audits, investigations or administrative matters pending, or to the Knowledge of the Company, threatened against the Company or the Subsidiary relating to any Employee, Employee Agreement or Company Employee Plan, and to the Knowledge of the Company there are no such actions, suits, claims, audits, investigations or administrative matters pending or threatened against any Employee. There are no pending or, to the Knowledge of the Company, threatened or reasonably anticipated against the Company, any of its Subsidiaries, or any of their Employees relating to any Employee, Employee Agreement or Company Employee Plan or (y) pending, to the Knowledge of the Company, or threatened or reasonably anticipated claims or actions against Company, any of its Subsidiaries, any the Company trustee or any trustee of any the Subsidiary under any worker’s compensation policy or long-term disability policyLaw. Except as set forth on Section 2.20(k) of the Disclosure Schedule, in each case except that would not, individually or in the aggregate, reasonably be expected to result in material liability to the Company or its Subsidiaries. Neither the Company or any Subsidiary is party to a conciliation agreement, consent decree or other agreement or order with any federal, state, or local agency or governmental authority with respect to employment practices. The services provided by each of the Company’s, each Subsidiary’s and their Controlled Group Affiliates’ Employees are terminable at the will of the Company or the Subsidiary, as applicable. The Company and its Controlled Group Affiliates and any such termination would result in no liability the Subsidiary have properly treated all independent contractors who have rendered services to the Company or any Controlled Group Affiliatethe Subsidiary as non-employees for all federal, state, local and foreign tax purposes, as well as for all ERISA and employee benefits purposes. Section 2.12(l) of To the Company Disclosure Schedule lists all material liabilities of the Company to any Employee that result from the termination by the Company, Parent or any of its Subsidiaries of such Employee’s employment or provision of services, a change of control Knowledge of the Company, or a combination thereof. Neither neither the Company nor any of its Subsidiaries the Subsidiary has any material direct or indirect liability with respect to any misclassification of: (a) of any Person person as an independent contractor rather than as an employee, (b) or with respect to any employee leased from another employer. To the Company’s Knowledge, there has been no determination by any Governmental Entity that any independent contractor engaged by the Company or the Subsidiary is an employee of the Company or the Subsidiary, as applicable, nor is any such investigation by any Governmental Entity pending or, to the Company’s Knowledge, threatened. There have not been any “plant closings” or “mass layoffs” (as those terms are defined in the Worker Adjustment and Retraining Notification Act, or (c) any employee currently similar local, state or formerly classified as exempt from overtime wagesforeign law, hereinafter the “WARN Act”), by the Company or the Subsidiary that would create any obligations or liabilities under the WARN Act in relation to any plant closings, mass layoffs or terminations of employment.

Employment Matters. The Each of the Company and each of its Subsidiaries is Subsidiaries: (i) is, to the Company’s Knowledge, in compliance in all material compliance respects with all applicable foreign, federal, state and local laws, rules and rule or regulations respecting employment, employment practices, immigration, terms and conditions of employmentemployment and wages and hours, worker classification, tax withholding, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, wages (including overtime wages), compensation, and hours of work, and in each case, with respect to Employees; (ii) to the Company’s Knowledge, the Company has properly classified independent contractors for purposes of federal and each of its Subsidiaries: (i) has withheld and reported all amounts required by law or by agreement applicable state tax laws, laws applicable to be withheld and reported with respect to wages, salaries employee benefits and other payments to Employees, applicable laws; (iiiii) is not liable for any arrears of wages, severance pay or any Taxes wages or any penalty for failure to comply with pay any of the foregoing, wages; and (iiiiv) is not liable for any material payment to any trust or other fund governed by or maintained by or on behalf of to any governmental authority, Governmental Entity with respect to unemployment compensation benefits, Social Security social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice), in each case except for any such liabilities that would not reasonably be expected to result, individually or in the aggregate, in a liability material to the Company and its Subsidiaries, taken as a whole. There are no (x) actionsmaterial pending, suits, claims or administrative matters pending or, to the Knowledge of the Company’s Knowledge, threatened or reasonably anticipated against the Company, any of its Subsidiaries, or any of their Employees relating to any Employee, Employee Agreement or Company Employee Plan or (y) pending, to the Knowledge of the Company, or threatened or reasonably anticipated claims or actions against Company, the Company or any of its Subsidiaries, any Company trustee or any trustee of any Subsidiary Subsidiaries under any worker’s workers compensation policy or long-term disability policy. To the Company’s Knowledge, no Employee has violated any employment contract, nondisclosure agreement or noncompetition agreement by which such Employee is bound due to such Employee’s employment by the Company or any of its Subsidiaries or disclosure to the Company or any of its Subsidiaries or use of trade secrets or proprietary information of any other person or entity. To the Company’s Knowledge, all Employees in each case except the United States of America are legally permitted to be employed by the Company or any of its Subsidiaries in the United States of America in their current jobs. There is no litigation or dispute that has been reduced to writing pending or, to the Company’s Knowledge, threatened, between the Company or any of its Subsidiaries, on the one hand, and any Employee, on the other hand, that would not, individually or in the aggregate, be reasonably be expected likely to result in any material liability to the Company or any of its Subsidiaries. Neither the The Company or any Subsidiary is party to a conciliation agreement, consent decree or other agreement or order with any federal, state, or local agency or governmental authority with respect to employment practices. The services provided by each of the Company’s, each Subsidiary’s and their Controlled Group Affiliates’ Employees has no Employee Agreements currently in effect that are not terminable at will (other than agreements for the will sole purpose of providing for the Company and its Controlled Group Affiliates and any such termination would result in no liability to the Company confidentiality of proprietary information or any Controlled Group Affiliate. Section 2.12(l) assignment of the Company Disclosure Schedule lists all material liabilities of the Company to any Employee that result from the termination by the Company, Parent or any of its Subsidiaries of such Employee’s employment or provision of services, a change of control of the Company, or a combination thereofinventions). Neither the Company nor any of its Subsidiaries has will have any material liability with respect to any misclassification of: (a) Employee or to any Person organization or any other entity as an independent contractor rather than as an employee, (b) a result of the termination of any employee leased from another employer, or (c) any employee currently or formerly classified as exempt from overtime wagesleasing arrangement.

Employment Matters. The Company and each of its Subsidiaries is in compliance in all material compliance respects with all applicable foreign, federal, state and local laws, rules and regulations respecting Legal Requirements relating to employment, employment practicesequal opportunity, terms and conditions of employment, worker classification, tax withholding, prohibited discrimination, equal employment, fair employment practices, meal and rest periodsnondiscrimination, immigration status, employee safety and health, health and wages (including overtime wages), compensation, and hours of workhours, and in each case, with respect to Employees, the Company and each of its Subsidiaries: does not have any material liability (i) has withheld and reported all amounts required by law or by agreement to be withheld and reported with respect to wages, salaries and other payments to Employees, (ii) is not liable for any arrears of wages, severance pay or any Taxes or any penalty for failure to comply with any of the foregoing, and or (iiiii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any governmental authority, with respect to unemployment compensation benefits, Social Security social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice), in each case except for any such liabilities that would not reasonably be expected to result, individually or in the aggregate, in a liability material to the Company and its Subsidiaries, taken as a whole. There are no (x) actions, suits, claims (other than routine claims for benefits) or administrative matters pending orpending, or to the Knowledge of the Company, threatened or reasonably anticipated against the Company, Company or any of its Subsidiaries, or any of their Employees Subsidiaries relating to any Employee, Employee Agreement or Company Employee Plan or (y) pending, to the Knowledge of the Company, Plan. There are no pending or threatened or reasonably anticipated claims or actions against Company, any of its Subsidiaries, any Company trustee or any trustee of any Subsidiary under any worker’s compensation policy or long-term disability policy, in each case except that would not, individually or in the aggregate, reasonably be expected to result in material liability to the Company or its Subsidiaries. Neither the Company or any Subsidiary is party to a conciliation agreement, consent decree or other agreement or order with any federal, state, or local agency or governmental authority with respect to employment practices. The services provided by each of the Company’s, each Subsidiary’s and their Controlled Group ERISA Affiliates’ Employees are terminable at the will of the Company and its Controlled Group Affiliates and any such termination would result in no liability ERISA Affiliates, except to the Company extent that no payments, benefits or any Controlled Group Affiliate. Section 2.12(l) of the Company Disclosure Schedule lists all material liabilities of the Company to any Employee that result from the termination by the Company, Parent other obligations are or any of its Subsidiaries of such Employee’s employment may be or provision of services, a change of control of the Company, become payable upon or a combination thereoffollowing termination. Neither the Company nor any of its Subsidiaries has any material liability with respect is a party to any misclassification of: contract or agreement (awhether written or unwritten) with any Person as an independent contractor rather Employee of the Company or any of its Subsidiaries that (i) restricts the right of the Company or any of its Subsidiaries to terminate the employment of any Employee without cause or (ii) obligates the Company or any of its Subsidiaries to pay severance or other benefits (other than as required by COBRA) to any Employee upon termination of such Employee’s employment or provision of services with the Company or any of its Subsidiaries, a change of control of the Company (including entry into an employee, (b) any employee leased from another employeragreement in connection with a potential change of control), or (c) any employee currently or formerly classified as exempt from overtime wagesa combination thereof.

Employment Matters. The Company and each of its Subsidiaries is in compliance in all material compliance respects with all applicable foreign, federal, state and local laws, rules and regulations Laws respecting employment, employment practices, terms and conditions of employment, worker classification, tax withholding, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, health and wages and hours (including overtime wages), compensation, compensation and hours of or work, and in each case, with respect to Employees, the Company and each of its Subsidiaries: (i) has have withheld and reported and remitted all amounts required by law Law or by agreement to be withheld and reported and remitted with respect to wages, salaries and other payments to Employees, (ii) is are not liable for any any: arrears of wages, severance pay or any Taxes or any penalty for failure to comply with any of the foregoing, and (iii) is are not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any governmental authority, with respect to unemployment compensation benefits, Social Security social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice), in each case except for any such liabilities that would not reasonably be expected to result, individually or in the aggregate, in a liability material to the Company and its Subsidiaries, taken as a whole. There are no (x) actions, suits, claims or administrative matters pending or, or to the Knowledge of the Company, threatened or reasonably anticipated against the Company, Company or any of its Subsidiaries, Subsidiaries or any of their respective Employees relating to any Employee, Employee Agreement or Company Employee Plan Plan. There are no pending or (y) pending, to the Knowledge of the Company, or threatened or reasonably anticipated claims or actions against the Company, any of its Subsidiaries, Subsidiaries or any Company trustee or any trustee of any Subsidiary under any worker’s compensation policy or long-term disability policy, in each case except that would not, individually or in the aggregate, reasonably be expected to result in material liability to the Company or its Subsidiaries. Neither the Company or nor any Subsidiary of its Subsidiaries is party to a conciliation agreement, consent decree or other agreement or order with any federal, state, or local agency or governmental authority with respect to employment practices. The services provided by each of the Company’s, each Subsidiary’s and their Controlled Group Affiliates’ Employees are terminable at the will of the Company and its Controlled Group Affiliates and any such termination would result in no liability to the Company or any Controlled Group Affiliate. Section 2.12(l) of the Company Disclosure Schedule lists all material liabilities of the Company to any Employee that result from the termination by the Company, Parent or any of its Subsidiaries of such Employee’s employment or provision of services, a change of control of the Company, or a combination thereof. Neither the Company nor any of its Subsidiaries has any material liability with respect to any misclassification of: (a) any Person as an independent contractor rather than as an employeeEmployee, (b) any employee leased from another employer, or (c) any employee Employee currently or formerly classified as exempt from overtime wages.

Employment Matters. The Company and each of its Subsidiaries subsidiaries is in material compliance with all applicable foreign, federal, state and local laws, rules and regulations respecting employment, employment practices, terms and conditions of employment, worker classification, tax withholding, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, wages (including overtime wages), compensation, and hours of work, and in each case, with respect to Employees, the Company and each of its Subsidiaries: (i) has withheld and reported all amounts required by law or by agreement to be withheld and reported with respect to wages, salaries and other payments to Employees, (ii) is not liable for any arrears of wages, severance pay or any Taxes or any penalty for failure to comply with any of the foregoing, and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any governmental authority, with respect to unemployment compensation benefits, Social Security social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice), in each case except for any such liabilities that would not reasonably be expected to result, individually or in the aggregate, in a liability material to the Company and its Subsidiaries, taken as a whole. There are no (x) actions, suits, claims or administrative matters pending or, to the Knowledge of the Companypending, threatened or reasonably anticipated against the Company, any of its Subsidiariessubsidiaries, or any of their Employees relating to any Employee, Employee Agreement or Company Employee Plan or (y) pending, to the Knowledge of the Company, Plan. There are no pending or threatened or reasonably anticipated claims or actions against Company, any of its Subsidiariessubsidiaries, any Company trustee or any trustee of any Subsidiary subsidiary under any worker’s compensation policy or long-term disability policy, in each case except that would not, individually or in the aggregate, reasonably be expected to result in material liability to the Company or its Subsidiaries. Neither the Company or nor any Subsidiary of its subsidiaries is party to a conciliation agreement, consent decree or other agreement or order with any federal, state, or local agency or governmental authority with respect to employment practices. The services provided by each of the Company’s, each Subsidiarysubsidiary’s and their Controlled Group ERISA Affiliates’ Employees are terminable at the will of the Company and its Controlled Group ERISA Affiliates and any such termination would result in no liability to the Company or any Controlled Group ERISA Affiliate. Section 2.12(l) of the Company Disclosure Schedule lists all material liabilities of the Company to any Employee that result from the termination by the Company, Parent or any of its Subsidiaries of such Employee’s employment or provision of services, a change of control of the Company, or a combination thereof. Neither the Company nor any of its Subsidiaries subsidiaries has any material liability with respect to any misclassification of: (a) any Person person as an independent contractor rather than as an employee, (b) any employee leased from another employer, or (c) any employee currently or formerly classified as exempt from overtime wages.

Employment Matters. The Company and each of its Subsidiaries is are in compliance in all material compliance respects with all applicable foreign, federal, state foreign and local laws, rules and regulations and the Company’s and its Subsidiaries’ own policies, plans or practices respecting employment, employment practices, terms and conditions of employment, worker classification, tax withholding, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, health and wages (including overtime wages), compensation, and hours of workand employment pension programs and plans, and in each case, with respect to Employees, the Company and each of its Subsidiariesemployees: (i) has have withheld and reported all amounts required by law or by agreement to be withheld and reported with respect to wages, salaries and other payments to Employeesemployees, except with respect to amounts that may need to be withheld in connection with the exercise of the Company Warrants, which have not occurred as of the date of this Agreement, but for which proper withholding and reporting will occur upon such exercise, provided, for the avoidance of doubt, that such exercise is made prior to the Effective Time, (ii) is are not liable for any arrears of wages, severance pay or any Taxes or any penalty for failure to comply with any of the foregoing, and (iii) is are not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any governmental authority, with respect to unemployment compensation benefits, Social Security social security or other benefits or obligations for Employees employees (other than routine payments to be made in the normal course Ordinary Course of business Business including routine payments and consistent with past practice)contributions provided by mandatory law, in each case except for any such liabilities that would not reasonably be expected to result, individually or in the aggregate, in a liability material to the Company and its Subsidiaries, taken as a wholeparticular social insurance law). There are no (x) actions, suits, claims or administrative matters pending, or to the Knowledge of the Sellers, threatened in writing against the Company, its Subsidiaries or any of their respective employees relating to any employee or Employee Agreement. There are no pending or, to the Knowledge of the CompanySellers, threatened claims or reasonably anticipated actions against the Company, any of its Subsidiaries, or any of their Employees relating to any Employee, Employee Agreement or Company Employee Plan or (y) pending, to the Knowledge of the Company, or threatened or reasonably anticipated claims or actions against Company, any of its Subsidiaries, any Company trustee Subsidiaries or any trustee of the Company or any Subsidiary of its Subsidiaries under any worker’s compensation policy or long-term disability other contract, policy, in each case except that would not, individually or in the aggregate, reasonably be expected to result in material liability to the Company or its Subsidiaries. Neither the Company or any Subsidiary is party to a conciliation agreement, consent decree or other agreement or order with any federal, stateprocedure, or local agency staff handbook, including any claim for unfair dismissal, unlawful discrimination, breach of contract or governmental authority redundancy pay. Except with respect to employment practices. The services provided any liabilities by each virtue of the Company’slaw, each Subsidiary’s and their Controlled Group Affiliates’ Employees are terminable at the will of the Company and its Controlled Group Affiliates and any such termination would result in no liability to the Company or any Controlled Group Affiliate. Section 2.12(l3.22(i) of the Company Sellers’ Disclosure Schedule lists all material contractual liabilities of the Company to any Employee or Independent Contractor that result have resulted from the termination by the Company, Parent Company or any of its Subsidiaries of such Employee’s employment or provision of services, a change of control of the Company, or a combination thereof. Neither To the Knowledge of the Sellers, neither the Company nor any of its Subsidiaries has any material direct or indirect liability with respect to any misclassification of: (a) of any Person person as an independent contractor rather than as an employee, (b) or with respect to any employee leased from another employer, or (c) any employee currently or formerly classified as exempt from overtime wages.

Employment Matters. The Company and each of its Subsidiaries is in material compliance with all applicable foreign, federal, state and local laws, rules and regulations respecting employment, employment practices, terms and conditions of employment, worker classification, tax withholding, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, wages (including overtime wages), compensation, and hours of workhours, and in each case, with respect to Employees, the Company and each of its Subsidiaries: (i) has withheld and reported all amounts required by law or by agreement to be withheld and reported with respect to wages, salaries and other payments to Employees, (ii) is not liable for any arrears of wages, severance pay or any Taxes or any penalty for failure to comply with any of the foregoing, foregoing and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any governmental authority, with respect to unemployment compensation benefits, Social Security social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice), in each case except for any such liabilities that would not reasonably be expected to result, individually or in the aggregate, in a liability material to the Company and its Subsidiaries, taken as a whole. There are no (x) actions, suits, claims or administrative matters pending or, to the Knowledge of the Companypending, threatened or reasonably anticipated against the Company, any of its Subsidiaries, or to the Knowledge of the Company, any of their Employees relating to any Employee, Employee Agreement or Company Employee Plan or (y) pending, to the Knowledge of the Company, Plan. There are no pending or threatened or reasonably anticipated claims or actions against Company, any of its Subsidiaries, any Company trustee or any trustee of any Subsidiary under any worker’s compensation policy or long-term disability policy, in each case except that would not, individually or in the aggregate, reasonably be expected to result in material liability to the Company or its Subsidiaries. Neither the Company or any Subsidiary is party to a conciliation agreement, consent decree or other agreement or order with any federal, state, or local agency or governmental authority with respect to employment practices. The services provided by each of the Company’s, each Subsidiary’s and their Controlled Group ERISA Affiliates’ Employees are is terminable at the will of the Company and its Controlled Group ERISA Affiliates and any such termination would result in no liability to the Company or any Controlled Group ERISA Affiliate. Section 2.12(l2.23(k) of the Company Disclosure Schedule lists all material liabilities of the Company to any Employee Employee, that result from the termination by the Company, Parent or any of its Subsidiaries of such Employee’s employment or provision of servicesemployment, a change of control of the Company, or a combination thereof. Neither To the Knowledge of the Company, neither the Company nor any of its Subsidiaries ERISA Affiliate has any material direct or indirect liability with respect to any misclassification of: (a) of any Person person as an independent contractor rather than as an employee, (b) or with respect to any employee leased from another employer, or (c) any employee currently or formerly classified as exempt from overtime wages.

Employment Matters. (i) The Company and each of its Subsidiaries is are in compliance in all material compliance respects with all applicable foreignLaws, federalcollective bargaining agreements and other agreements or arrangements with any works council, state employee representative or other labor organization or group of employees, extension orders and local lawsbinding customs respecting labor and employment, including Laws, its own policies, practices, handbooks, work rules and internal regulations respecting employment, relating to fair employment practices, terms and conditions of employment, discrimination, disability, fair labor standards, workers compensation, wrongful discharge, immigration, occupational safety and health, family and medical leave, wages and hours (including overtime wages), worker classification, tax withholdingequal opportunity, prohibited discrimination, equal employment, fair employment practicespay equity, meal and rest periods, immigration status, and employee safety and health, wages (including overtime wages), compensation, and hours of workterminations, and in each case, with respect to Employees, the Company and each of its Subsidiaries: any Employee (iA) has have withheld and reported and remitted all amounts required by law Law or by agreement to be withheld and reported and remitted with respect to wages, salaries and other payments to Employees, employees; (iiB) is are not liable for any any: arrears of wages, severance pay or any Taxes or any penalty for failure to comply with any of the foregoing, ; and (iiiC) is are not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any governmental authorityGovernmental Entity, in each case with respect to unemployment compensation benefits, Social Security social security or other benefits or obligations for Employees employees (other than routine payments to be made in the normal course of business and consistent with past practice), in each case except for any such liabilities that would not reasonably be expected to result, individually or in the aggregate, in a liability material to the Company and its Subsidiaries, taken as a whole. There are no (x) actions, suits, claims or administrative matters Claims pending or, to the Knowledge of the Company, threatened or reasonably anticipated against the Company, any of its Subsidiaries, Subsidiaries or any of their Employees relating to any Employeeemployee or Employee Agreement. There are no Claims pending or to, Employee Agreement or Company Employee Plan or (y) pending, to the Knowledge of the Company, or threatened or reasonably anticipated claims or actions against the Company, any of its Subsidiaries, Subsidiaries or any Company trustee or any trustee of any Subsidiary under any worker’s compensation policy or long-term disability policy, in each case except that would not, individually or in the aggregate, reasonably be expected to result in material liability to maintained by the Company or any of its Subsidiaries. Neither the Company or nor any Subsidiary of its Subsidiaries is a party to a conciliation agreement, consent decree or other written agreement or order with any federal, state, or local agency or governmental authority Governmental Entity with respect to employment practices. The services provided by each of the Company’s, each Subsidiary’s and their Controlled Group Affiliates’ each ERISA Affiliate’s Employees in the United States are terminable at will, and outside the United States each ERISA Affiliate’s Employees are terminable at the will of the Company and its Controlled Group Affiliates and any such termination would result in no liability to the Company or any Controlled Group Affiliate. Section 2.12(l) of the Company Disclosure Schedule lists all material liabilities of the Company to any Employee that result from the termination by the Company, Parent or any of its Subsidiaries of such Employee’s employment or provision of services, a change of control of the Company, or a combination thereofcompliance with applicable Laws. Neither the Company nor any of its Subsidiaries ERISA Affiliate has misclassified any material liability with respect to any misclassification of: (a) any Person person as an independent contractor rather than as an employeeemployee under applicable Law, (b) or with respect to any employee leased from another employer, employer or (c) any employee Employee currently or formerly classified as exempt from overtime wageswages or the equivalent under applicable Law.

Employment Matters. The Company and each of its Subsidiaries and ERISA Affiliates is in material compliance with all applicable foreign, federal, state and local laws, rules and regulations respecting employment, employment practices, terms and conditions of employment, worker classification, tax withholding, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, wages (including overtime wages), compensation, and hours of work, and in each case, with respect to Employees, the Company and each of its Subsidiaries: (i) has withheld and reported in all material respects all amounts required by law or by agreement to be withheld and reported with respect to wages, salaries and other payments to Employees, (ii) is not liable for any material arrears of wages, severance pay or any Taxes or any penalty for failure to comply with any of the foregoing, and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any governmental authorityGovernmental Entity, with respect to unemployment compensation benefits, Social Security social security or other benefits or obligations for Employees (other than routine payments to be made and benefits payable in the normal course of business and consistent with past practice), in each case except for any such liabilities that would not reasonably be expected to result, individually or in the aggregate, in a liability material to the Company and its Subsidiaries, taken as a whole. There are no (x) material actions, suits, claims or administrative matters pending or, to the Knowledge of the Company, threatened or reasonably anticipated against the Company, any of its Subsidiaries, Subsidiaries or any ERISA Affiliate or to the Knowledge of the Company any of their respective Employees relating to any Employee, Employee Agreement or Company Employee Plan or (y) pendingPlan. There are no pending or, to the Knowledge of the Company, or threatened or reasonably anticipated claims or actions against the Company, any of its Subsidiaries, Subsidiaries or any Company trustee or any trustee of any Subsidiary under any worker’s compensation policy or long-term disability policy, in each case except that would not, individually or in the aggregate, reasonably be expected to result in material liability to the . The Company or its Subsidiaries. Neither the Company or any Subsidiary is not party to a conciliation agreement, consent decree or other agreement or order Order with any federal, state, or local agency or governmental authority Governmental Entity with respect to employment practices. The services provided by each of the Company’s, each Subsidiary’s of its Subsidiaries’ and their Controlled Group ERISA Affiliates’ Employees are terminable at the will of the Company Company, the Subsidiaries and its Controlled Group their ERISA Affiliates and any such termination would result in no liability Liability to the Company Company, the Subsidiaries or any Controlled Group Affiliate. ERISA Affiliate (other than (x) ordinary administration expenses, (y) with respect to benefits that were previously earned, vested or accrued under Company Employee Plans prior to such termination, or (z) as disclosed in Section 2.12(l2.22(j) of the Company Disclosure Schedule). Section 2.22(k) of the Disclosure Schedule lists all material liabilities of the Company to any Employee that would result from the termination by the Company, Company or Parent or any of its Subsidiaries of such Employee’s employment or provision of services, a change other than those disclosed in Section 2.22(j) of control of the Disclosure Schedule. Neither the Company, or a combination thereof. Neither the Company nor any of its Subsidiaries nor any ERISA Affiliate has any direct or indirect material liability Liability with respect to any misclassification of: (a) of any Person person as an independent contractor rather than as an employee, (b) with respect to any employee leased from another employer, employer or (c) with respect to any employee currently or formerly classified as exempt from overtime wages.

Employment Matters. The Company and each of its Subsidiaries is in material compliance with all applicable foreign, federal, state and local laws, rules and regulations Laws respecting employment, employment practices, terms and conditions of employment, worker classification, tax withholding, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and healthhealth and wages and hours, wages (including overtime wages), compensation, and hours of workother than any such failure to comply as would not result in a material cost to the Company, and in each case, with respect to Employees, the Company and each of its Subsidiariesemployees: (i) has have withheld and reported and remitted all amounts required by law Law or by agreement to be withheld and reported and remitted with respect to wages, salaries and other payments to Employeesemployees, (ii) is are not liable for any any: arrears of wages, severance pay or any Taxes or any penalty for failure to comply with any of the foregoing, and (iii) is are not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any governmental authority, with respect to unemployment compensation benefits, Social Security social security or other benefits or obligations for Employees employees (other than routine payments to be made in the normal course of business and consistent with past practice), in each case except for other than any such liabilities that failure to pay or liability described in (i), (ii) or (iii) as would not reasonably be expected to result, individually or in the aggregate, result in a material liability material to the Company and its Subsidiaries, taken as a wholeCompany. There are no (x) actions, suits, claims or administrative matters pending or, or to the Knowledge of the Company, threatened or reasonably anticipated against the Company, Company or any of its Subsidiaries, Subsidiaries or any of their Employees respective employees relating to any Employee, Employee Agreement or Company Employee Plan Plan. There are no pending or (y) pending, to the Knowledge of the Company, or threatened or reasonably anticipated claims or actions against the Company, any of its Subsidiaries, Subsidiaries or any Company trustee or any trustee of any Subsidiary under any worker’s compensation policy or long-term disability policy, in each case except that would not, individually or in the aggregate, reasonably be expected to result in material liability to the Company or its Subsidiaries. Neither the Company or nor any Subsidiary of its Subsidiaries is party to a conciliation agreement, consent decree or other agreement or order with any federal, state, or local agency or governmental authority with respect to employment practices. The services provided by each of the Company’s, each Subsidiary’s and their Controlled Group Affiliates’ Employees are terminable at the will of the Company and its Controlled Group Affiliates and any such termination would result in no liability to the Company or any Controlled Group Affiliate. Section 2.12(l) of the Company Disclosure Schedule lists all material liabilities of the Company to any Employee that result from the termination by the Company, Parent or any of its Subsidiaries of such Employee’s employment or provision of services, a change of control of the Company, or a combination thereof. Neither the Company nor any of its Subsidiaries has any material liability with respect to any misclassification of: (ai) any Person as an independent contractor rather than as an employeeEmployee, (bii) any employee leased from another employer, or (ciii) any employee Employee currently or formerly classified as exempt from overtime wages.

Employment Matters. The Company and each of its Subsidiaries subsidiaries: (i) is in compliance in all material compliance respects with all applicable foreign, federal, state and local laws, rules and regulations respecting employment, employment practices, immigration, terms and conditions of employment, worker classification, tax withholding, prohibited discrimination, equal employment, fair employment practices, meal wages and rest periods, immigration status, employee safety and health, wages (including overtime wages), compensationhours, and hours of workthe WARN Act and any similar state or local "mass layoff" or "plant closing" laws, rules and regulations, in each case, with respect to Employees, the Company and each of its Subsidiaries: ; (iii) has withheld and reported all amounts required by law or by agreement to be withheld and reported with respect to from the wages, salaries and other payments to Employees; (iii) has properly classified independent contractors for purposes of federal and applicable state tax laws, laws applicable to employee benefits and other applicable laws, except where the failure to properly classify such independent contractors would not result in a material liability to the Company; (iiiv) is not liable for any arrears of wages, severance pay wages or any Taxes taxes or any penalty for failure to comply with any of the foregoing, ; and (iiiv) is not liable for any material payment to any trust or other fund governed by or maintained by or on behalf of to any governmental or administrative authority, with respect to unemployment compensation benefits, Social Security social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice), in each case except for any such liabilities that would not reasonably be expected to result, individually or in the aggregate, in a liability material to the Company and its Subsidiaries, taken as a whole. There are no (x) actionspending, suits, claims or administrative matters pending or, to the Knowledge of the Company's Knowledge, threatened or reasonably anticipated against the Company, any of its Subsidiaries, or any of their Employees relating to any Employee, Employee Agreement or Company Employee Plan or (y) pending, to the Knowledge of the Company, or threatened or reasonably anticipated claims or actions against Company, any of its Subsidiaries, any the Company trustee or any trustee of any Subsidiary under any worker’s workers compensation policy or long-term disability policy. To the Company's Knowledge, in each case except that would notno Employee of the Company has violated any employment contract, individually nondisclosure agreement or in noncompetition agreement by which such Employee is bound due to such Employee being employed by the aggregate, reasonably be expected to result in material liability Company and disclosing to the Company or its Subsidiariesusing trade secrets or proprietary information of any other person or entity. Neither All employees of the Company are legally permitted to be employed by the Company in the United States of America in their current jobs. There are no controversies pending or, to the Company's Knowledge threatened, between the Company or any Subsidiary is party to a conciliation agreement, consent decree or other agreement or order with any federal, state, or local agency or governmental authority with respect to employment practices. The services provided by each subsidiary of the Company’s, each Subsidiary’s and their Controlled Group Affiliates’ Employees are terminable at on the will of the Company and its Controlled Group Affiliates one hand, and any such termination of their respective employees, on the other hand, that would be reasonably likely to result in no liability to the Company or any Controlled Group AffiliateCompany's incurring material liability. Section 2.12(lExcept as set forth in Part 3.12(j) of the Company Disclosure Schedule lists all material liabilities Schedule, the Company does not have any employment contracts, Employee Agreements, or consulting agreements currently in effect that are not terminable at will (other than agreements for the sole purpose of providing for the confidentiality of proprietary information or assignment of invention). The Company will have no liability to any employee or to any organization or any other entity as a result of the Company to any Employee that result from the termination by the Company, Parent or any of its Subsidiaries of such Employee’s employment or provision of services, a change of control of the Company, or a combination thereof. Neither the Company nor any of its Subsidiaries has any material liability with respect to any misclassification of: (a) any Person as an independent contractor rather than as an employee, (b) any employee leased from another employer, or (c) any employee currently or formerly classified as exempt from overtime wagesleasing arrangement.

Employment Matters. The Company and each of its Subsidiaries (a) Each Target Company: (i) is in compliance in all material compliance respects with all applicable foreign, federal, state and local laws, rules and regulations Legal Requirements respecting employment, employment practices, immigration, terms and conditions of employment, worker classification, tax withholding, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety wages and health, wages hours; (including overtime wages), compensation, and hours of work, and in each case, with respect to Employees, the Company and each of its Subsidiaries: (iii) has withheld and reported all amounts required by law any Legal Requirement or by agreement Contract to be withheld and reported with respect to from the wages, salaries and other payments to Employees, ; (iiiii) has properly classified independent contractors for purposes of all applicable Legal Requirements; (iv) is not liable for any arrears of wages, severance pay wages or any Taxes (other than wages (and Taxes thereon) which have accrued in the ordinary course of business but which are not yet payable) or any penalty for failure to comply with any of the foregoing, ; and (iiiv) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of to any governmental authorityGovernmental Entity, with respect to unemployment compensation benefits, Social Security social security, withholdings or remittances applicable to employee wages, or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice), in each case except for any such liabilities that would not reasonably be expected to result, individually or in the aggregate, in a liability material to the Company and its Subsidiaries, taken as a whole. There are no (x) pending, or, to the Company’s Knowledge, threatened actions, suits, claims or administrative matters pending or, to the Knowledge of the Company, threatened or reasonably anticipated proceedings against the Company, any of its Subsidiaries, or any of their Employees relating to any Employee, Employee Agreement or Target Company Employee Plan or (y) pending, to the Knowledge of the Company, or threatened or reasonably anticipated claims or actions against Company, any of its Subsidiaries, any Company trustee or any trustee of any Subsidiary under any worker’s workers’ compensation policy or long-term disability policy. To the Company’s Knowledge, no Employee or consultant of any Target Company has violated any employment, consulting, non-disclosure, non-competition, non-solicitation or other Contract by which such Employee is bound (nor any Legal Requirement relating to unfair competition, trade secrets or proprietary information) as a result of providing services to any Target Company or disclosing or using any information in each case except connection with such services. There are no controversies pending or, to the Company’s Knowledge, threatened between any Target Company and any Employee that would not, individually or in the aggregate, be reasonably likely to be expected material to result in material liability to the Company or its Subsidiariesany Target Company. Neither the Company or any Subsidiary is party to a conciliation agreement, consent decree or other agreement or order with any federal, state, or local agency or governmental authority with respect to employment practices. The services provided by each of the Company’s, each Subsidiary’s and their Controlled Group Affiliates’ Employees are terminable at the will of the Company and its Controlled Group Affiliates and any such termination would result in no liability to the Company or any Controlled Group Affiliate. Section 2.12(lExcept as set forth on Part 2.14(a) of the Company Disclosure Schedule lists all material liabilities Schedule, no Target Company has any Employee Agreement currently in effect that is not terminable at will by a Target Company without any payment pursuant thereto or in connection therewith (other than agreements for the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). No Target Company will have any liability to any Employee that or to any other Person as a result from of the termination by the Company, Parent or any of its Subsidiaries of such Employee’s employment or provision of services, a change of control of the Company, or a combination thereof. Neither the Company nor any of its Subsidiaries has any material liability with respect to any misclassification of: (a) any Person as an independent contractor rather than as an employee, (b) any employee leased from another employer, or (c) any employee currently or formerly classified as exempt from overtime wagesleasing Contract.

Employment Matters. The Company and each of its Subsidiaries is in material compliance with all applicable foreign, federal, state and local laws, rules and regulations respecting employment, employment practices, terms and conditions of employment, worker classification, employment tax withholding, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, the immigration statusstatus of employees, employee safety and health, the payment of wages (including overtime wages), compensation, and hours of work, and in each caseand, with respect to Employees, the Company and each of its Subsidiaries: (i) has withheld and reported all amounts required by law or by agreement to be withheld and reported with respect to wages, salaries and other payments to Employees, (ii) is not liable for any arrears of wages, severance pay or any Taxes or any penalty for failure to comply with any of the foregoing, and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any governmental authority, with respect to unemployment compensation benefits, Social Security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice), in each case except for any such amounts or liabilities that would not reasonably be expected to result, individually or in the aggregate, in a liability material to the Company and its Subsidiaries, taken as a whole. There Except as set forth on Section 2.12(l) of the Company Disclosure Letter, there are no (x) actions, suits, claims or administrative matters pending or, to the Knowledge of the Company, threatened or reasonably anticipated against the Company, Company or any of its Subsidiaries, or any of their Employees relating to any Employee, Employee Agreement or Company Employee Plan or (y) pendingpending or, to the Knowledge of the Company, or threatened or reasonably anticipated claims or actions against the Company, any of its Subsidiaries, any Company trustee or any trustee of any Subsidiary under any worker’s compensation policy or long-term disability policy, in each case except that as would not, individually or in the aggregate, reasonably be expected to result in material liability to the Company or its Subsidiaries. Neither the Company or nor any Subsidiary is party to a conciliation agreement, consent decree or other agreement or order with any federal, state, or local agency or governmental authority with respect to employment practices. The Except as set forth on Section 2.12(l) of the Company Disclosure Letter, the services provided by each of the Company’s, each Subsidiary’s and their Controlled Group Affiliatesits Subsidiaries’ Employees are terminable at the will of the Company and its Controlled Group Affiliates Subsidiaries and any such termination would result in no material liability to the Company or any Controlled Group Affiliate. Section 2.12(l) of the Company Disclosure Schedule lists all material liabilities of the Company to any Employee that result from the termination by the Company, Parent or any of its Subsidiaries of such Employee’s employment or provision of services, a change of control of the Company, or a combination thereofSubsidiary. Neither the Company nor any of its Subsidiaries has any material liability with respect to any misclassification of: (a) any Person as an independent contractor rather than as an employee, (b) any employee leased from another employer, or (c) any employee currently or formerly classified as exempt from overtime wages.,

Employment Matters. The Company and each of its Subsidiaries is in compliance in all material compliance respects with all applicable foreign, federal, state and local laws, rules and regulations respecting employment, employment practices, terms and conditions of employment, worker classification, tax withholding, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, wages (including overtime wages), compensation, ) and hours of workhours, and in each case, with respect to Employees, the Company and each of its Subsidiaries: (i) has withheld and reported all amounts required by law or by agreement to be withheld and reported with respect to wages, salaries and other payments to Employees, ; (ii) is not liable for any arrears of wages, severance pay or any Taxes or any penalty for failure to comply with any of the foregoing, ; and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any governmental authorityGovernmental Entity, with respect to unemployment compensation benefits, Social Security social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice), in each case except for any such liabilities that would not reasonably be expected to result, individually or in the aggregate, in a liability material to the Company and its Subsidiaries, taken as a whole. There are no (x) actions, suits, claims claims, audits, investigations or administrative matters pending orpending, or to the Knowledge of the Company, Company and/or any of its Subsidiaries threatened or reasonably anticipated against the Company, Company or any of its Subsidiaries, Subsidiaries or any of their its Employees relating to any Employee, Employee Agreement or Company Employee Plan Plan. There are no pending or (y) pending, to the Knowledge of the Company, or Company and/or any of its Subsidiaries threatened or reasonably anticipated claims or actions against Company, any of its Subsidiaries, any Company trustee or any trustee of any Subsidiary under any worker’s compensation policy or long-term disability policy, in each case except that would not, individually or in the aggregate, reasonably be expected to result in material liability to the Company or its Subsidiariesplan. Neither the Company or nor any Subsidiary is party to a conciliation agreement, consent decree or other agreement or order with any federal, state, or local agency or governmental authority with respect to employment practices. The services provided by each of the Company’s, each Subsidiary’s any of its Subsidiaries’ and their Controlled Group its ERISA Affiliates’ Employees are is terminable at the will of the Company Company, such Subsidiary and its Controlled Group Affiliates ERISA Affiliates, as applicable and any such termination would result in no liability to the Company Company, such Subsidiary or any Controlled Group ERISA Affiliate, as applicable. Section 2.12(l3.28(j) of the Disclosure Letter lists all severance payments stipulated to be paid under employment agreements (other than severance payments required by the Employment Standards Act of British Columbia or payable at common law) of the Company Disclosure Schedule lists all material liabilities of the Company to any Employee that result from the termination by the Company, Parent or any of its Subsidiaries to any Employee, that are payable as a result of the termination by the Company or any of its Subsidiaries or Parent of such Employee’s employment or provision of services, a change of control of the Company, or a combination thereof. Neither the Company nor any of its Subsidiaries nor any ERISA Affiliate has any material direct or indirect liability with respect to any misclassification of: (a) any Person misclassification of any person as an independent contractor rather than as an employee, (b) any employee leased from another employer, employer or (c) any employee currently or formerly person classified as an exempt from overtime wagesemployee rather than as a non-exempt employee.