Common use of Labor and Other Employment Matters Clause in Contracts

Labor and Other Employment Matters. Section 3.11.1 Each of the Company and each Company Subsidiary is in compliance in all material respects with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety, plant closings, and wages and hours. None of the Company or any Company Subsidiary is liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the ordinary course of business and consistent with past practice). None of the Company or any Company Subsidiary is a party to any collective bargaining or other labor union contract applicable to persons employed by the Company or any Company Subsidiary, and no collective bargaining agreement or other labor union contract is being negotiated by the Company or any Company Subsidiary. There is no labor dispute, strike, slowdown or work stoppage against the Company or any Company Subsidiary pending or, to the Company’s knowledge, threatened that would reasonably be expected to have a Company Material Adverse Effect. No labor union or similar organization has otherwise been certified to represent any persons employed by the Company or any Company Subsidiary or to the Company’s knowledge has applied to represent such employees or is attempting to organize so as to represent such employees. There is no charge or complaint against the Company or any Company Subsidiary by the National Labor Relations Board or any comparable state or foreign agency pending or, to the Company’s knowledge, threatened, except where such charge or complaint would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. None of the Company or any Company Subsidiary is materially delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it. To the Company’s knowledge, there are no material controversies pending or threatened, between the Company or any Company Subsidiary and any of their current or former employees, which controversies have or could reasonably be expected to result in action, suit, proceeding, claim, arbitration or investigation before any Governmental Entity. To the Company’s knowledge, no employee of the Company or any Company Subsidiary is in any material respect in violation of any term of any employment contract, non-disclosure agreement, non-competition agreement or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or such Company Subsidiary because of the nature of the business conducted or presently proposed by the Company to be conducted by it or to the use of trade secrets or proprietary information of others. To the Company’s knowledge, no executive officer or key employee of the Company or any Company Subsidiary has given notice that such executive officer or key employee intends to terminate his or her employment with the Company or such Company Subsidiary.

Labor and Other Employment Matters. (a) Except as otherwise provided in Section 3.11.1 Each 4.13 of the Company CPT Disclosure Schedule, as of the date hereof, (i) no work stoppage, slowdown, lockout, labor strike, grievances, arbitration or other material labor dispute against CPT or any of its Subsidiaries by employees is pending or, to the Knowledge of CPT, threatened; (ii) neither CPT nor any of its Subsidiaries is delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it or amounts required to be reimbursed to such employees; (iii) to the Knowledge of CPT, for the past four (4) years, CPT and each Company Subsidiary is of its Subsidiaries have been in material compliance in all material respects with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, immigration, workers’ compensation, occupational safety, plant closings, layoffs, reductions in force and wages wage and hours. None ; (iv) except as otherwise provided in Section 4.13 of the Company CPT Disclosure Schedule, CPT and each of its Subsidiaries has withheld all amounts required by Law or by agreement to be withheld from the wages, salaries, and other payments to employees and is not liable for any arrears of wages or any Company Subsidiary Taxes or any penalty for failure to comply with any of the foregoing; (v) neither CPT nor any of its Subsidiaries is liable for any material payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the ordinary course of business and consistent with past practice). None of ; (vi) other than as made available to Inuvo in the Company CPT Data Room, there are no pending claims against CPT or any Company Subsidiary is a party to of its Subsidiaries under any collective bargaining workers’ compensation plan or other labor union contract applicable to persons employed by the Company policy or any Company Subsidiary, and for long term disability; (vii) there are no collective bargaining agreement or other labor union contract is being negotiated by the Company or any Company Subsidiary. There is no labor dispute, strike, slowdown or work stoppage against the Company or any Company Subsidiary controversies pending or, to the Company’s knowledgeKnowledge of CPT, threatened that would reasonably be expected to have a Company Material Adverse Effect. No labor union (including threatened lawsuits or similar organization has otherwise been certified to represent any persons employed by the Company claims), between CPT or any Company Subsidiary or to the Company’s knowledge has applied to represent such employees or is attempting to organize so as to represent such employees. There is no charge or complaint against the Company or any Company Subsidiary by the National Labor Relations Board or any comparable state or foreign agency pending or, to the Company’s knowledge, threatened, except where such charge or complaint would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. None of the Company or any Company Subsidiary is materially delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it. To the Company’s knowledge, there are no material controversies pending or threatened, between the Company or any Company Subsidiary Subsidiaries and any of their respective current or former employees, which controversies have or could would reasonably be expected to result in actionany Proceeding before the National Labor Relations Board, suitthe Equal Employment Opportunity Commission, proceedingthe Department of Fair Employment and Housing, claimLabor Commissioner, arbitration the Department of Labor, OSHA, or investigation before any other Governmental Entity; (viii) all employees of CPT and its Subsidiaries are employed on an at-will basis, and their respective employment can be terminated at any time, with or without notice, for any lawful reason or no reason at all; and (ix) CPT and its Subsidies have not conducted any layoffs or reductions in force within six (6) months of the date hereof. To As of the Company’s knowledgedate hereof, to the Knowledge of CPT, no employee employees of the Company CPT or any Company Subsidiary is in any material respect of its Subsidiaries are in violation of any term of any employment contractor other Contract, including any non-disclosure agreement, non-competition agreement noncompetition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company CPT or such Company Subsidiary any of its Subsidiaries because of the nature of the business conducted or presently proposed by the Company to be conducted by it CPT or such Subsidiary or to the use of trade secrets or proprietary information of others. To As of the Company’s knowledgedate hereof, no executive officer or key exempt employee of the Company CPT or any Company Subsidiary of its Subsidiaries has given notice in writing to CPT or any of its Subsidiaries that any such executive officer or key employee intends to terminate his or her employment with the Company CPT or such Company Subsidiaryany of its Subsidiaries.

Labor and Other Employment Matters. Section 3.11.1 Each (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) no work stoppage, slowdown, lockout, labor strike, material arbitration or other material labor dispute against the Company or any of its Subsidiaries by employees is pending or threatened, (ii) neither the Company nor any of its Subsidiaries is delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it or amounts required to be reimbursed to such employees, (iii) the Company and each Company Subsidiary is of its Subsidiaries are in compliance in all material respects with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, immigration, workers’ compensation, occupational safety, plant closings, and wages wage and hours. None , (iv) the Company and each of its Subsidiaries has withheld all amounts required by Law or by agreement to be withheld from the wages, salaries, and other payments to employees and is not liable for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing, (v) neither the Company or nor any Company Subsidiary of its Subsidiaries is liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the ordinary course of business and consistent with past practice). None of the Company or any Company Subsidiary is a party to any collective bargaining or other labor union contract applicable to persons employed by the Company or any Company Subsidiary, and (vi) there are no collective bargaining agreement or other labor union contract is being negotiated by the Company or any Company Subsidiary. There is no labor dispute, strike, slowdown or work stoppage material pending claims against the Company or any Company Subsidiary pending or, to the Company’s knowledge, threatened that would reasonably be expected to have a Company Material Adverse Effect. No labor union or similar organization has otherwise been certified to represent any persons employed by the Company or any Company Subsidiary or to the Company’s knowledge has applied to represent such employees or is attempting to organize so as to represent such employees. There is no charge or complaint against the Company or any Company Subsidiary by the National Labor Relations Board or any comparable state or foreign agency pending or, to the Company’s knowledge, threatened, except where such charge or complaint would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. None of the Company or any Company Subsidiary is materially delinquent in payments to any of its employees Subsidiaries under any workers’ compensation plan or policy or for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it. To the Company’s knowledge, long term disability and (vii) there are no material controversies pending or, to the knowledge of the Company, threatened (including threatened lawsuits or threatenedclaims), between the Company or any Company Subsidiary of its Subsidiaries and any of their respective current or former employees, which controversies have or could reasonably be expected to result in an action, suit, proceeding, claim, arbitration or investigation before any Governmental Entity. To the Company’s knowledge, as of the date hereof, no employee employees of the Company or any Company Subsidiary is of its Subsidiaries are in any material respect in violation of any term of any employment contractContract, non-disclosure agreement, non-competition agreement noncompetition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or such Company Subsidiary any of its Subsidiaries because of the nature of the business conducted or presently proposed by the Company to be conducted by it the Company or such Subsidiary or to the use of trade secrets or proprietary information of others. To As of the Company’s knowledgedate hereof, no executive officer or key employee of the Company or any Company Subsidiary of its Subsidiaries, at the officer level or above, has given notice to the Company or any of its Subsidiaries that any such executive officer or key employee intends to terminate his or her employment with the Company or such Company Subsidiaryany of its Subsidiaries.

Labor and Other Employment Matters. (a) Except as disclosed in Section 3.11.1 Each 5.23(a) of the Company Inuvo Disclosure Schedule, as of the date hereof, (i) no work stoppage, slowdown, lockout, labor strike, grievances, arbitration or other material labor dispute against Inuvo or any of its Subsidiaries by employees is pending or, to the Knowledge of Inuvo, threatened; (ii) neither Inuvo nor any of its Subsidiaries is delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it or amounts required to be reimbursed to such employees; (iii) for the past four (4) years, Inuvo and each Company Subsidiary is of its Subsidiaries have been in material compliance in all material respects with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, immigration, workers’ compensation, occupational safety, plant closings, layoffs, reductions in force and wages wage and hours. None ; (iv) to the Knowledge of Inuvo, Inuvo and each of its Subsidiaries has withheld all amounts required by Law or by agreement to be withheld from the wages, salaries, and other payments to employees and is not liable for any arrears of wages or any Taxes or any penalty for failure to comply with any of the Company or foregoing; (v) to the Knowledge of Inuvo, neither Inuvo nor any Company Subsidiary of its Subsidiaries is liable for any material payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the ordinary course of business and consistent with past practice). None of ; (vi) other than as made available to Inuvo in the Company Inuvo Data Room, there are no pending claims against Inuvo or any Company Subsidiary is a party to of its Subsidiaries under any collective bargaining workers’ compensation plan or other labor union contract applicable to persons employed by the Company policy or any Company Subsidiary, and for long term disability; (vii) there are no collective bargaining agreement or other labor union contract is being negotiated by the Company or any Company Subsidiary. There is no labor dispute, strike, slowdown or work stoppage against the Company or any Company Subsidiary controversies pending or, to the Company’s knowledgeKnowledge of Inuvo, threatened that would reasonably be expected to have a Company Material Adverse Effect. No labor union (including threatened lawsuits or similar organization has otherwise been certified to represent any persons employed by the Company claims), between Inuvo or any Company Subsidiary or to the Company’s knowledge has applied to represent such employees or is attempting to organize so as to represent such employees. There is no charge or complaint against the Company or any Company Subsidiary by the National Labor Relations Board or any comparable state or foreign agency pending or, to the Company’s knowledge, threatened, except where such charge or complaint would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. None of the Company or any Company Subsidiary is materially delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it. To the Company’s knowledge, there are no material controversies pending or threatened, between the Company or any Company Subsidiary Subsidiaries and any of their respective current or former employees, which controversies have or could would reasonably be expected to result in actionan Proceeding before the National Labor Relations Board, suitthe Equal Employment Opportunity Commission, proceedingthe Department of Fair Employment and Housing, claimLabor Commissioner, arbitration the Department of Labor, OSHA, or investigation before any other Governmental Entity; (viii) all employees of Inuvo and its Subsidiaries are employed on an at-will basis, and their respective employment can be terminated at any time, with or without notice, for any lawful reason or no reason at all; and (ix) Inuvo and its Subsidies have not conducted any layoffs or reductions in force within six (6) months of the date hereof. To As of the Company’s knowledgedate hereof, to the Knowledge of Inuvo, no employee employees of the Company Inuvo or any Company Subsidiary is in any material respect of its Subsidiaries are in violation of any term of any employment contractor other Contract, including any non-disclosure agreement, non-competition agreement noncompetition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company Inuvo or such Company Subsidiary any of its Subsidiaries because of the nature of the business conducted or presently proposed by the Company to be conducted by it Inuvo or such Subsidiary or to the use of trade secrets or proprietary information of others. To As of the Company’s knowledgedate hereof, no executive officer or key exempt employee of the Company Inuvo or any Company Subsidiary of its Subsidiaries has given notice in writing to Inuvo or any of its Subsidiaries that any such executive officer or key employee intends to terminate his or her employment with the Company Inuvo or such Company Subsidiaryany of its Subsidiaries.

Labor and Other Employment Matters. Section 3.11.1 Each of the Company (a) Parent Seller and each Company Subsidiary is of its Subsidiaries is, with respect to the Target Business in material compliance in all material respects with all applicable Laws respecting labor, employmentemployment (including with respect to the classification of Target Business Employees as consultants, independent contractors or freelancers), immigration, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety, plant closings, compensation and benefits, and wages and hours, including shop agreements (Betriebsvereinbarungen), social plans (Sozialpläne) or conciliations of interests (Interessenausgleich). Neither Parent Seller nor any of its Subsidiaries is, or has been since January 1, 2010 (or, to Sellers’ knowledge, during the past five (5) years), a party to any collective bargaining or labor agreement with respect to the Target Business. The German Target does not have a works council (Betriebsrat) and no Target Business Employee is represented by any labor union, works council, economic committee or any other labor representative. Neither Parent Seller nor any of its Subsidiaries has engaged in any unfair labor practice with respect to the Target Business that would reasonably be expected to result in material liability to the Target Companies and there are no complaints against Parent Seller or any of its Subsidiaries pending before the National Labor Relations Board or any similar state, local or foreign labor agency by or on behalf of any Target Business Employee. There are no representation questions, arbitration proceedings, labor strikes, slow downs or stoppages, grievances or other labor disputes pending or, to Sellers’ knowledge, threatened with respect to the Target Business, and since January 1, 2010 (or, to Sellers’ knowledge, during the past five (5) years), none of the Parent Seller or any of its Subsidiaries has, with respect to the Target Business experienced any strike, work stoppage, lock-up, slow-down or other material labor dispute or any attempt by organized labor to cause Parent Seller or any of its Subsidiaries to comply with or conform to demands of organized labor or recognize any union, works council, economic committee or collective bargaining units. None of the Company Parent Seller or any Company Subsidiary of its Subsidiaries is liable for any material payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees Target Business Employees (other than routine payments to be made in the ordinary normal course of business and consistent with past practice). None of the Company or any Company Subsidiary is a party to any collective bargaining or other labor union contract applicable to persons employed by the Company or any Company Subsidiary, and no collective bargaining agreement or other labor union contract is being negotiated by the Company or any Company Subsidiary. There is no labor dispute, strike, slowdown or work stoppage against the Company or any Company Subsidiary pending or, to the Company’s knowledge, threatened that would reasonably be expected to have a Company Material Adverse Effect. No labor union or similar organization has otherwise been certified to represent any persons employed by the Company or any Company Subsidiary or to the Company’s knowledge has applied to represent such employees or is attempting to organize so as to represent such employees. There is no charge or complaint against the Company or any Company Subsidiary by the National Labor Relations Board or any comparable state or foreign agency pending or, to the Company’s knowledge, threatened, except where such charge or complaint would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. None of the Company or any Company Subsidiary is materially delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it. To the Company’s knowledge, there are no material controversies pending or threatened, between the Company or any Company Subsidiary and any of their current or former employees, which controversies have or could reasonably be expected to result in action, suit, proceeding, claim, arbitration or investigation before any Governmental Entity. To the Company’s knowledge, no employee of the Company or any Company Subsidiary is in any material respect in violation of any term of any employment contract, non-disclosure agreement, non-competition agreement or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or such Company Subsidiary because of the nature of the business conducted or presently proposed by the Company to be conducted by it or to the use of trade secrets or proprietary information of others. To the Company’s knowledge, no executive officer or key employee of the Company or any Company Subsidiary has given notice that such executive officer or key employee intends to terminate his or her employment with the Company or such Company Subsidiary.

Labor and Other Employment Matters. Section 3.11.1 Each (i) As of the Company and each Company Subsidiary is in compliance in all material respects with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety, plant closings, and wages and hours. None of the Company or any Company Subsidiary is liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the ordinary course of business and consistent with past practice). None of the Company or any Company Subsidiary is a party to any collective bargaining or other labor union contract applicable to persons employed by the Company or any Company Subsidiary, and no collective bargaining agreement or other labor union contract is being negotiated by the Company or any Company Subsidiary. There is no labor dispute, strike, slowdown or work stoppage against the Company or any Company Subsidiary pending or, to the Company’s knowledge, threatened that would reasonably be expected to have a Company Material Adverse Effect. No labor union or similar organization has otherwise been certified to represent any persons employed by the Company or any Company Subsidiary or to the Company’s knowledge has applied to represent such employees or is attempting to organize so as to represent such employees. There is no charge or complaint against the Company or any Company Subsidiary by the National Labor Relations Board or any comparable state or foreign agency pending or, to the Company’s knowledge, threateneddate hereof, except where such charge or complaint as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. None Effect on Apogent and its Subsidiaries, taken as a whole, or as set forth in Section 3.1(h)(i) of the Company Apogent Disclosure Schedule, (A) no work stoppage, slowdown, lockout, labor strike, material arbitrations or other material labor disputes against Apogent or any Company Subsidiary of its Subsidiaries are pending or, to the Knowledge of Apogent, threatened, (B) no unfair labor practice charges, grievances or complaints are pending or, to the Knowledge of Apogent, threatened against Apogent or any of its Subsidiaries, (C) neither Apogent nor any of its Subsidiaries is materially delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it. To it or amounts required to be reimbursed to such employees, (D) neither Apogent nor any of its Subsidiaries is liable for any payment to any trust or other fund or to any Governmental Entity with respect to unemployment compensation benefits, social security or other benefits or obligations for employees, (E) no employee of Apogent, at the Company’s knowledgeofficer level or above, there are no material controversies pending or threatened, between the Company has given written notice to Apogent or any Company Subsidiary and of its Subsidiaries that any such employee intends to terminate his or her employment with Apogent or any of their current or former employeesits Subsidiaries, which controversies have or could reasonably be expected (F) to result in action, suit, proceeding, claim, arbitration or investigation before any Governmental Entity. To the Company’s knowledgeKnowledge of Apogent, no employee of the Company Apogent or any Company Subsidiary of its Subsidiaries is in any material respect in violation of any term of any employment contract, non-disclosure nondisclosure agreement, common law nondisclosure obligations, non-competition agreement agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company Apogent or such Company Subsidiary any of its Subsidiaries because of the nature of the business conducted or presently proposed by the Company to be conducted by it Apogent or any of its Subsidiaries or to the use of trade secrets or proprietary information of others. To , (G) neither Apogent nor any of its Subsidiaries is a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices and (H) Apogent and its Subsidiaries are in compliance with all Applicable Laws, agreements, contracts, policies, plans and programs relating to employment, employment practices, compensation, benefits, hours, terms and conditions of employment and the Company’s knowledgetermination of employment, no executive officer or key employee including but not limited to any obligations pursuant to the Worker Adjustment and Retraining Notification Act of the Company or any Company Subsidiary has given notice that such executive officer or key employee intends to terminate his or her employment with the Company or such Company Subsidiary1988.

Labor and Other Employment Matters. Section 3.11.1 Each Except as set forth on Schedule 4.12 of the Company Disclosure Schedule or in the Company SEC Filings filed prior to the date of this Agreement (i) each of the Company and its Subsidiaries is in substantial compliance with all federal, foreign, state or other applicable Law respecting employment and employment practices, terms and conditions of employment and wages and hours, and has not and is not engaged in any unfair labor practice as determined by the National Labor Relations Board (“NLRB”), (ii) no material unfair labor practice charge or complaint against the Company or any of its Subsidiaries is pending before the NLRB or an equivalent tribunal under applicable foreign Law, (iii) there is no labor strike, slowdown, stoppage or material labor dispute pending or, to the knowledge of the Company, threatened against or involving the Company or any of its Subsidiaries, (iv) to the knowledge of the Company, no representation question exists respecting the employees of the Company or any of its Subsidiaries, (v) no collective bargaining agreement is currently being negotiated by the Company or any of its Subsidiaries and neither the Company nor any of its Subsidiaries is or has been a party to a collective bargaining agreement, (vi) neither the Company nor any of its Subsidiaries is experiencing or has experienced any material labor difficulty during the last three years, (vii) no grievance or arbitration proceeding arising out of or under a collective bargaining agreement is pending and no claim thereunder exists or, to the Company’s knowledge, is threatened with respect to the Company’s or its Subsidiaries’ operations, (viii) neither the Company nor any of its Subsidiaries has any Equal Employment Opportunity Commission charges or other claims of employment discrimination pending or, to the Company’s best knowledge, currently threatened against the Company or any such Subsidiary, (ix) no wage and hour department investigation has been made of the Company or any of its Subsidiaries, (x) neither the Company nor any of its Subsidiaries had any occupational health and safety claims against the Company or any such Subsidiary, (xi) the Company and each Company Subsidiary of its Subsidiaries is in compliance in all material respects with all applicable Laws respecting labor, employment, fair employment practices, the terms and conditions provisions of employmentthe Immigration Reform and Control Act of 1986, workers’ compensation, occupational safety, plant closingsas amended, and wages all related regulations promulgated thereunder (the “Immigration Laws”) and hours(xii) there has been no “mass layoff” or “plant closing” by the Company as defined in the Federal Workers Adjustment Retraining and Notification Act (“WARN”) or state Law equivalent, or any other mass layoff or plant closing that would trigger notice pursuant to WARN or state Law equivalent, within ninety (90) days prior to the Closing Date. None To the knowledge of the Company the Company and its Subsidiaries have never been the subject of any inspection or any Company Subsidiary is liable for any payment investigation relating to any trust its compliance with or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the ordinary course of business and consistent with past practice). None violation of the Company Immigration Laws, nor have they been warned, fined or otherwise penalized by reason of any Company Subsidiary such failure to comply with the Immigration Laws, nor is a party to any collective bargaining such proceeding pending or other labor union contract applicable to persons employed by the Company or any Company Subsidiary, and no collective bargaining agreement or other labor union contract is being negotiated by the Company or any Company Subsidiary. There is no labor dispute, strike, slowdown or work stoppage against the Company or any Company Subsidiary pending or, to the Company’s knowledge, threatened that would reasonably be expected to have a Company Material Adverse Effect. No labor union or similar organization has otherwise been certified to represent any persons employed by the Company or any Company Subsidiary or to the Company’s knowledge has applied to represent such employees or is attempting to organize so as to represent such employees. There is no charge or complaint against the Company or any Company Subsidiary by the National Labor Relations Board or any comparable state or foreign agency pending or, to the Company’s knowledge, threatened, except where such charge or complaint would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. None Except as set forth on Schedule 4.12 of the Company or any Company Subsidiary is materially delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it. To the Company’s knowledgeDisclosure Schedule, there are exist no material controversies pending employment, consulting, severance, indemnification agreements or threatened, deferred compensation agreements between the Company or any Company Subsidiary and any of their current director, officer or former employees, which controversies have or could reasonably be expected to result in action, suit, proceeding, claim, arbitration or investigation before any Governmental Entity. To the Company’s knowledge, no employee of the Company or any Company Subsidiary is in agreement that would give any material respect in violation of Person the PALOALTO 66463 v1 (2K) -29- right to receive any term of any employment contract, non-disclosure agreement, non-competition agreement or any restrictive covenant to a former employer relating to the right of any such employee to be employed by payment from the Company or such Company Subsidiary because of the nature of the business conducted or presently proposed by as a result the Company to be conducted by it Merger or to the use of trade secrets or proprietary information of others. To the Company’s knowledge, no executive officer or key employee of the Company or any Company Subsidiary has given notice that such executive officer or key employee intends to terminate his or her employment with the Company or such Company SubsidiaryBank Merger.

Labor and Other Employment Matters. Section 3.11.1 Each of the (a) The Company and each Company Subsidiary is in compliance in all material respects with all applicable Laws respecting labor, employment, fair employment and employment practices, terms and conditions of employment, immigration, workers’ compensation, long term disability, occupational safety, plant closings, compensation and benefits, and wages and hours. None , including Title VII of the Civil Rights Act of 1964, the Equal Pay Act of 1967, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act, and the applicable rules and regulations adopted by those federal agencies responsible for the administration of such Laws (“Employment Practices”). Neither the Company or nor any Company Subsidiary is liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the ordinary normal course of business and consistent with past practice). None To the Knowledge of the Company, as of the date of this Agreement, (i) there are no Actions or investigations pending or scheduled by any Governmental Entity pertaining to the Employment Practices of the Company or any Company Subsidiary; and (ii) no material complaints relating to Employment Practices of the Company or any Company Subsidiary is a party have been filed with any Governmental Entity or submitted in writing to any collective bargaining or other labor union contract applicable to persons employed by the Company or any Company Subsidiary, and no collective bargaining agreement or other labor union contract is being negotiated by the Company or any Company Subsidiary. There is no labor dispute, strike, slowdown or work stoppage against To the Company or any Company Subsidiary pending or, to Knowledge of the Company’s knowledge, threatened no event has occurred, nor does any condition or circumstance exist, that would reasonably be expected to have provide a Company Material Adverse Effectbasis for the commencement of any material labor strikes, slowdowns, work stoppages, lockouts, or any similar activity or dispute. No labor union or similar organization has otherwise been certified to represent any persons employed by To the Knowledge of the Company, the Company or and the Company Subsidiaries are not engaged, and have never been engaged, in any Company Subsidiary or to unfair labor practice (as defined under the Company’s knowledge has applied to represent such employees or is attempting to organize so as to represent such employees. There National Labor Relations Act) and there is no charge or complaint against the Company or any Company Subsidiary by the National Labor Relations Board or Board, any comparable state or foreign agency agency, or any individual, pending or, to the Knowledge of the Company’s knowledge, threatened, except where such charge or complaint would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. None of the Company or any Company Subsidiary is materially delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it. To the Company’s knowledge, there are no material controversies pending or threatened, between the Company or any Company Subsidiary and any of their current or former employees, which controversies have or could reasonably be expected to result in action, suit, proceeding, claim, arbitration or investigation before any Governmental Entity. To the Company’s knowledge, no employee of the Company or any Company Subsidiary is in any material respect in violation of any term of any employment contract, non-disclosure agreement, non-competition agreement or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or such Company Subsidiary because of the nature of the business conducted or presently proposed by the Company to be conducted by it or to the use of trade secrets or proprietary information of others. To the Company’s knowledge, no executive officer or key employee of the Company or any Company Subsidiary has given notice that such executive officer or key employee intends to terminate his or her employment with the Company or such Company Subsidiary.

Labor and Other Employment Matters. Section 3.11.1 Each (a) Except as would not, individually or in the aggregate, have a Material Adverse Effect, (i) no work stoppage, slowdown, lockout, labor strike, material arbitration or other material labor dispute against the Company or any of its Subsidiaries by employees is pending or threatened, (ii) neither the Company nor any of its Subsidiaries is delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it or amounts required to be reimbursed to such employees, (iii) to the Company’s knowledge, the Company and each Company Subsidiary is of its Subsidiaries are in material compliance in all material respects with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety, plant closings, and wages wage and hours. None of the Company or any Company Subsidiary is liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the ordinary course of business and consistent with past practice). None of the Company or any Company Subsidiary is a party to any collective bargaining or other labor union contract applicable to persons employed by the Company or any Company Subsidiary, and iv) there are no collective bargaining agreement or other labor union contract is being negotiated by the Company or any Company Subsidiary. There is no labor dispute, strike, slowdown or work stoppage material pending claims against the Company or any Company Subsidiary pending or, to of its Subsidiaries for workers’ compensation or long term disability benefits not covered under the Company’s knowledge, threatened that would reasonably be expected to have a Company Material Adverse Effect. No labor union or similar organization has otherwise been certified to represent any persons employed by the Company or any Company Subsidiary or to the Company’s knowledge has applied to represent such employees or is attempting to organize so as to represent such employees. There is no charge or complaint against the Company or any Company Subsidiary by the National Labor Relations Board or any comparable state or foreign agency pending or, to the Company’s knowledge, threatened, except where such charge or complaint would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. None of the Company or any Company Subsidiary is materially delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it. To the Company’s knowledge, Subsidiaries’ insurance policies and (v) there are no material controversies pending or or, to the knowledge of the Company, threatened, between the Company or any Company Subsidiary of its Subsidiaries and any of their respective current or former employees, which controversies have or could would reasonably be expected to result in an action, suit, proceeding, claim, arbitration or investigation before any Governmental Entity. To As of the Company’s knowledgedate of this Agreement, no employee of the Company or any Company Subsidiary is in any material respect in violation of any term of any employment contractits Subsidiaries, non-disclosure agreementat the officer level or above, non-competition agreement or any restrictive covenant has given notice to a former employer relating to the right of any such employee to be employed by the Company or such Company Subsidiary because of the nature of the business conducted or presently proposed by the Company to be conducted by it or to the use of trade secrets or proprietary information of others. To the Company’s knowledge, no executive officer or key employee of the Company or any Company Subsidiary has given notice of its Subsidiaries that any such executive officer or key employee intends to terminate his or her employment with the Company or such Company Subsidiaryany of its Subsidiaries.

Labor and Other Employment Matters. Section 3.11.1 (a) Each of the Company and each Company Subsidiary its Subsidiaries is in material compliance in all material respects with all applicable Laws of the United States, or of any state or local government or any subdivision thereof or of any foreign government respecting labor, employment, fair employment and employment practices, terms and conditions of employment, wages and hours and occupational safety and health, including without limitation the Immigration Reform and Control Act, the Worker Adjustment Retraining and Notification Act, any Laws respecting employment discrimination, harassment, retaliation, disability rights or benefits, equal opportunity, plant closure or mass or group layoff or separation issues, affirmative action, workers’ compensation, employee benefits, severance payments, COBRA, labor relations, collective bargaining, employee leave issues, wage and hour standards, occupational safety, plant closings, safety and wages health requirements and hoursunemployment insurance and related matters. None Except as specifically identified on Section 3.13 of the Company or any Company Subsidiary is liable for any payment to any trust or other fund or to any Governmental EntityDisclosure Letter, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the ordinary course of business and consistent with past practice). None of neither the Company or nor any Company Subsidiary of its Subsidiaries is a party to or bound by any labor union or collective bargaining or other labor union contract applicable to persons employed by the Company or any Company Subsidiary, and no collective bargaining agreement or other labor union contract is being negotiated by the Company or any Company Subsidiaryagreement. There is no unfair labor dispute, strike, slowdown or work stoppage against the Company or any Company Subsidiary practice charge pending or, to the Company’s knowledgeKnowledge, threatened that which if determined adversely to the Company or its Subsidiaries would reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. No To the Company’s Knowledge, there are no organizational campaigns, petitions or other activities or proceedings of any labor union union, workers’ council or similar labor organization has otherwise been certified (a) seeking to represent employees of the Company or any persons employed of its Subsidiaries or recognition by the Company or any Company Subsidiary or of its Subsidiaries as the representative of a collective bargaining unit with respect to any of the Company’s knowledge has applied to represent such employees or is attempting to organize so as to represent such employees. There is no charge or complaint against of the Company or any of its Subsidiaries or (b) compelling the Company Subsidiary by the National Labor Relations Board or any comparable state of its Subsidiaries to bargain with any such labor union, works council or foreign agency labor organization. There are no material strikes, slowdowns, walkouts, work stoppages or other labor-related controversies pending or, to the Company’s knowledgeKnowledge, threatened, except where such charge or complaint would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. None of and neither the Company or any Company Subsidiary is materially delinquent in payments to nor any of its employees for Subsidiaries has experienced any wagessuch strike, salariesslowdown, commissionswalkout, bonuses work stoppage or other direct compensation for any services performed for it. To labor-related controversy within the Company’s knowledge, there are no material controversies pending or threatened, between the Company or any Company Subsidiary and any of their current or former employees, which controversies have or could reasonably be expected to result in action, suit, proceeding, claim, arbitration or investigation before any Governmental Entity. To the Company’s knowledge, no employee of the Company or any Company Subsidiary is in any material respect in violation of any term of any employment contract, non-disclosure agreement, non-competition agreement or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or such Company Subsidiary because of the nature of the business conducted or presently proposed by the Company to be conducted by it or to the use of trade secrets or proprietary information of others. To the Company’s knowledge, no executive officer or key employee of the Company or any Company Subsidiary has given notice that such executive officer or key employee intends to terminate his or her employment with the Company or such Company Subsidiarypast three (3) years.

Labor and Other Employment Matters. Section 3.11.1 Each (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) no work stoppage or labor strike against the Company or any Company Subsidiary by employees is pending or threatened, (ii) neither the Company nor any Company Subsidiary is delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it or amounts required to be reimbursed to such employees, (iii) the Company and each of the Company Subsidiary is Subsidiaries are in compliance in all material respects with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, workers’ " compensation, occupational safety, plant closings, and wages wage and hours. None , (iv) the Company and each Company Subsidiary has withheld all amounts required by Law or by agreement to be withheld from the wages, salaries, and other payments to employees; and is not liable for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing, (v) neither the Company or nor any Company Subsidiary is liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the ordinary course of business and consistent with past practice). None of the Company or any Company Subsidiary is a party to any collective bargaining or other labor union contract applicable to persons employed by the Company or any Company Subsidiary, and (vi) there are no collective bargaining agreement or other labor union contract is being negotiated by the Company or any Company Subsidiary. There is no labor dispute, strike, slowdown or work stoppage material pending claims against the Company or any Company Subsidiary pending or, to the Company’s knowledge, threatened that would reasonably be expected to have a Company Material Adverse Effect. No labor union under any workers' compensation plan or similar organization has otherwise been certified to represent any persons employed by the Company policy or any Company Subsidiary or to the Company’s knowledge has applied to represent such employees or is attempting to organize so as to represent such employees. There is no charge or complaint against the Company or any Company Subsidiary by the National Labor Relations Board or any comparable state or foreign agency pending or, to the Company’s knowledge, threatened, except where such charge or complaint would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. None of the Company or any Company Subsidiary is materially delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it. To the Company’s knowledge, long term disability and (vii) there are no material controversies pending or or, to the Knowledge of the Company, threatened, between the Company or any Company Subsidiary and any of their respective current or former employees, which controversies have or could reasonably be expected to result in an action, suit, proceeding, claim, arbitration or investigation before any Governmental Entity. To the Company’s knowledge's Knowledge, as of the date hereof, no employee employees of the Company or any Company Subsidiary is are in any material respect in violation of any term of any employment contractContract, non-disclosure agreement, non-competition agreement noncompetition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or such any Company Subsidiary because of the nature of the business conducted or presently proposed by the Company to be conducted by it the Company or such Company Subsidiary or to the use of trade secrets or proprietary information of others. To As of the Company’s knowledgedate hereof, no executive officer or key employee of the Company or any Company Subsidiary Subsidiary, at the officer level or above, has given notice to the Company or any Company Subsidiary that any such executive officer or key employee intends to terminate his or her employment with the Company or such any Company Subsidiary.

Labor and Other Employment Matters. (a) Except (i) as set forth in Section 3.11.1 Each 3.8(a) of the Company CDT Disclosure Schedule or (ii) as would not reasonably be likely to have a Material Adverse Effect on CDT, (A) no work stoppage, slowdown, lockout, labor strike, material arbitrations or other labor disputes against CDT or any of its Subsidiaries are pending or, to the Knowledge of CDT, threatened, (B) no unfair labor practice charges, grievances or complaints are pending or, to the Knowledge of CDT, threatened against CDT or any of its Subsidiaries, (C) neither CDT nor any of its Subsidiaries is delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it or amounts required to be reimbursed to such employees, (D) CDT and each Company Subsidiary is of its Subsidiaries are in compliance in all material respects with all applicable Applicable Laws respecting labor, labor and employment, fair employment practicesincluding, but not limited to, terms and conditions of employment, workers’ ' compensation, occupational safetysafety and health requirements, plant closings, and wages and hours. None , employment discrimination, disability rights or benefits, equal opportunity, affirmative action, labor relations, employee leave issues and unemployment insurance and related matters, (E) there are no complaints, charges or claims against CDT or any of its Subsidiaries pending with or, to the Knowledge of CDT, threatened by any Governmental Entity or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment of any employees by CDT and or any of its Subsidiaries, other than those occurring in the ordinary course of business, such as claims for workers' compensation or unemployment benefits, (F) CDT and each of its Subsidiaries have withheld all amounts required by Applicable Law to be withheld from the wages, salaries, benefits and other compensation to employees, and is not liable for any arrears of wages or any Taxes (as defined in Section 3.10(j)) or any penalty for failure to comply with any of the Company or foregoing, (G) neither CDT nor any Company Subsidiary of its Subsidiaries is liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the ordinary course of business and consistent with past practice). None of the Company or any Company Subsidiary is a party to any collective bargaining or other labor union contract applicable to persons employed by the Company or any Company Subsidiary, and no collective bargaining agreement or other labor union contract is being negotiated by the Company or any Company Subsidiary. There is no labor dispute, strike, slowdown or work stoppage against the Company or any Company Subsidiary pending or, to the Company’s knowledge, threatened that would reasonably be expected to have a Company Material Adverse Effect. No labor union or similar organization has otherwise been certified to represent any persons employed by the Company or any Company Subsidiary or to the Company’s knowledge has applied to represent such employees or is attempting to organize so as to represent such employees. There is no charge or complaint against the Company or any Company Subsidiary by the National Labor Relations Board or any comparable state or foreign agency pending or, to the Company’s knowledge, threatened, except where such charge or complaint would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. None of the Company or any Company Subsidiary is materially delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it. To the Company’s knowledge, there are no material controversies pending or threatened, between the Company or any Company Subsidiary and any of their current or former employees, which controversies have or could reasonably be expected to result in action, suit, proceeding, claim, arbitration or investigation before any Governmental Entity. To the Company’s knowledge, no employee of the Company or any Company Subsidiary is in any material respect in violation of any term of any employment contract, non-disclosure agreement, non-competition agreement or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or such Company Subsidiary because of the nature of the business conducted or presently proposed by the Company to be conducted by it or to the use of trade secrets or proprietary information of others. To the Company’s knowledge, no executive officer or key employee of the Company or any Company Subsidiary has given notice that such executive officer or key employee intends to terminate his or her employment with the Company or such Company Subsidiary.

Labor and Other Employment Matters. Section 3.11.1 Each (i) As of the Company date hereof, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Fxxxxx and each Company Subsidiary is its Subsidiaries, taken as a whole, or as set forth in compliance in all material respects with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety, plant closings, and wages and hours. None Section 3.2(h)(i) of the Company Fxxxxx Disclosure Schedule, (A) no work stoppage, slowdown, lockout, labor strike, material arbitrations or other material labor disputes against Fxxxxx or any Company Subsidiary of its Subsidiaries are pending or, to the Knowledge of Fxxxxx, threatened, (B) no unfair labor practice charges, grievances or complaints are pending or, to the Knowledge of Fxxxxx, threatened against Fxxxxx or any of its Subsidiaries, (C) neither Fxxxxx nor any of its Subsidiaries is delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it or amounts required to be reimbursed to such employees, (D) neither Fxxxxx nor any of its Subsidiaries is liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees employees, (other than routine payments E) no employee of Fxxxxx at the officer level or above has given written notice to be made in the ordinary course of business and consistent with past practice). None of the Company Fxxxxx or any Company Subsidiary is a party to any collective bargaining or other labor union contract applicable to persons employed by the Company or any Company Subsidiary, and no collective bargaining agreement or other labor union contract is being negotiated by the Company or any Company Subsidiary. There is no labor dispute, strike, slowdown or work stoppage against the Company or any Company Subsidiary pending or, to the Company’s knowledge, threatened that would reasonably be expected to have a Company Material Adverse Effect. No labor union or similar organization has otherwise been certified to represent any persons employed by the Company or any Company Subsidiary or to the Company’s knowledge has applied to represent such employees or is attempting to organize so as to represent such employees. There is no charge or complaint against the Company or any Company Subsidiary by the National Labor Relations Board or any comparable state or foreign agency pending or, to the Company’s knowledge, threatened, except where such charge or complaint would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. None of the Company or any Company Subsidiary is materially delinquent in payments to any of its employees for Subsidiaries that any wages, salaries, commissions, bonuses such employee intends to terminate his or other direct compensation for any services performed for it. To the Company’s knowledge, there are no material controversies pending or threatened, between the Company her employment with Fxxxxx or any Company Subsidiary and any of their current or former employeesits Subsidiaries, which controversies have or could reasonably be expected (F) to result in action, suit, proceeding, claim, arbitration or investigation before any Governmental Entity. To the Company’s knowledgeKnowledge of Fxxxxx, no employee of the Company Fxxxxx or any Company Subsidiary of its Subsidiaries is in any material respect in violation of any term of any employment contract, non-disclosure nondisclosure agreement, common law nondisclosure obligations, non-competition agreement agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company Fxxxxx or such Company Subsidiary any of its Subsidiaries because of the nature of the business conducted or presently proposed by the Company to be conducted by it Fxxxxx or any of its Subsidiaries or to the use of trade secrets or proprietary information of others. To others,(G) neither Fxxxxx nor any of its Subsidiaries is a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices and (H) Fxxxxx and its Subsidiaries are in compliance with all Applicable Laws, agreements, contracts, policies, plans and programs relating to employment, employment practices, compensation, benefits, hours, terms and conditions of employment and the Company’s knowledgetermination of employment, no executive officer or key employee including but not limited to any obligations pursuant to the Worker Adjustment and Retraining Notification Act of the Company or any Company Subsidiary has given notice that such executive officer or key employee intends to terminate his or her employment with the Company or such Company Subsidiary1988.

Labor and Other Employment Matters. Section 3.11.1 Each (i) As of the Company and each Company Subsidiary is in compliance in all material respects with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety, plant closings, and wages and hours. None of the Company or any Company Subsidiary is liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the ordinary course of business and consistent with past practice). None of the Company or any Company Subsidiary is a party to any collective bargaining or other labor union contract applicable to persons employed by the Company or any Company Subsidiary, and no collective bargaining agreement or other labor union contract is being negotiated by the Company or any Company Subsidiary. There is no labor dispute, strike, slowdown or work stoppage against the Company or any Company Subsidiary pending or, to the Company’s knowledge, threatened that would reasonably be expected to have a Company Material Adverse Effect. No labor union or similar organization has otherwise been certified to represent any persons employed by the Company or any Company Subsidiary or to the Company’s knowledge has applied to represent such employees or is attempting to organize so as to represent such employees. There is no charge or complaint against the Company or any Company Subsidiary by the National Labor Relations Board or any comparable state or foreign agency pending or, to the Company’s knowledge, threateneddate hereof, except where such charge or complaint as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. None Effect on Apogent and its Subsidiaries, taken as a whole, or as set forth in Section 3.1(h)(i) of the Company Apogent Disclosure Schedule, (A) no work stoppage, slowdown, lockout, labor strike, material arbitrations or other material labor disputes against Apogent or any Company Subsidiary of its Subsidiaries are pending or, to the Knowledge of Apogent, threatened, (B) no unfair labor practice charges, grievances or complaints are pending or, to the Knowledge of Apogent, threatened against Apogent or any of its Subsidiaries, (C) neither Apogent nor any of its Subsidiaries is materially delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it. To it or amounts required to be reimbursed to such employees, (D) neither Apogent nor any of its Subsidiaries is liable for any payment to any trust or other fund or to any Governmental Entity with respect to unemployment compensation benefits, social security or other benefits or obligations for employees, (E) no employee of Apogent, at the Company’s knowledgeofficer level or above, there are no material controversies pending or threatened, between the Company has given written notice to Apogent or any Company Subsidiary and of its Subsidiaries that any such employee intends to terminate his or her employment with Apogent or any of their current or former employeesits Subsidiaries, which controversies have or could reasonably be expected (F) to result in action, suit, proceeding, claim, arbitration or investigation before any Governmental Entity. To the Company’s knowledgeKnowledge of Apogent, no employee of the Company Apogent or any Company Subsidiary of its Subsidiaries is in any material respect in violation of any term of any employment contract, non-disclosure nondisclosure agreement, common law nondisclosure obligations, non-competition agreement agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company Apogent or such Company Subsidiary any of its Subsidiaries because of the nature of the business conducted or presently proposed by the Company to be conducted by it Apogent or any of its Subsidiaries or to the use of trade secrets or proprietary information of others. To , (G) neither Apogent nor any of its Subsidiaries is a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices and (H) Apogent and its Subsidiaries are in compliance with all applicable laws, agreements, contracts, policies, plans and programs relating to employment, employment practices, compensation, benefits, hours, terms and conditions of employment and the Company’s knowledgetermination of employment, no executive officer or key employee including but not limited to any obligations pursuant to the Worker Adjustment and Retraining Notification Act of the Company or any Company Subsidiary has given notice that such executive officer or key employee intends to terminate his or her employment with the Company or such Company Subsidiary1988.

Labor and Other Employment Matters. Section 3.11.1 (a) Each of the Company SGF and each Company Subsidiary FSE is in material compliance in all material respects with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety, plant closings, and wages and hours. None of the Company SGF or any Company Subsidiary FSE is liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other governmentally mandated benefits or obligations for employees (other than routine payments to be made in the ordinary normal course of business and consistent with past practice). None Except as set forth in Section 2.15(a) of the Company or any Company Subsidiary Seller Disclosure Schedule, none of SGF nor FSE is a party to any collective bargaining or other labor union contract contract, agreement or other instrument applicable to persons Persons employed by the Company SGF or any Company SubsidiaryFSE, and no collective bargaining agreement or other labor union contract contract, agreement or other instrument is being negotiated by the Company SGF or any Company SubsidiaryFSE. There is no labor dispute, strike, slowdown or work stoppage against the Company SGF or any Company Subsidiary FSE pending or, to the Company’s knowledgeknowledge of Seller, threatened that would reasonably be expected to have a Company Material Adverse Effectwhich may interfere in any material respect with the respective business activities of SGF or FSE. No To the knowledge of Seller, no labor union or similar organization has otherwise been certified to represent any persons Persons employed by the Company SGF or any Company Subsidiary FSE or to the Company’s knowledge has applied to represent such employees or is attempting to organize so as to represent such employees. There Neither SGF or FSE has committed any unfair labor practices in connection with the operation of their respective businesses, and there is no charge or complaint against the Company SGF or any Company Subsidiary FSE by the National Labor Relations Board or any comparable state or foreign agency pending or, to the Company’s knowledgeknowledge of Seller, threatened, except where such unfair labor practice, charge or complaint would not, individually or in the aggregate, be reasonably be expected likely to have a Company Material Adverse Effect. None of the Company or any Company Subsidiary Neither SGF nor FSE is materially delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for itit or amounts required to be reimbursed to such employees. To Each of SGF and FSE has withheld all amounts required by Law or by agreement to be withheld from the Company’s knowledgewages, salaries, and other payments to employees, and is not liable for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing. There are no material pending claims against SGF or FSE under any workers’ compensation plan or policy or for long term disability. Except as set forth in Section 2.15(a) of the Seller Disclosure Schedule, there are no material controversies pending or or, to the knowledge of Seller, threatened, between the Company either SGF or any Company Subsidiary FSE and any of their current or former employees, which controversies have or could reasonably be expected to result in an action, suit, proceeding, claim, arbitration or investigation before any Governmental Entity. To the CompanySeller’s knowledge, no employee of the Company SGF or any Company Subsidiary FSE is in any material respect in violation of any term of any employment contract, agreement or other instrument, non-disclosure agreement, non-competition agreement noncompetition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company SGF or such Company Subsidiary FSE because of the nature of the business conducted or presently proposed by the Company to be conducted by it or to the use of trade secrets or proprietary information of others. To the Company’s knowledge, no executive officer or No key employee of the Company SGF or any Company Subsidiary FSE has given notice that such executive officer or key employee intends to terminate his or her employment with the Company SGF or such Company SubsidiaryFSE.

Labor and Other Employment Matters. (a) Except (i) as set forth in Section 3.11.1 Each 4.8(a) of the Company Belden Disclosure Schedule or (ii) as would not reasonably be likely tx xxxx a Material Adverse Effect on Belden, (A) no work stoppage, slowdown, lockout, labor strike, materiax xxxxtrations or other labor disputes against Belden or any of its Subsidiaries are pending or, to the Knowledge of Belden, threatened, (B) no unfair labor practice charges, grievances or complaints are pending or, to the Knowledge of Belden, threatened against Belden or any of its Subsidiaries, (C) neither Belden nor any of its Subsidiaries is delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it or amounts required to be reimbursed to such employees, (D) Belden and each Company Subsidiary is of its Subsidiaries are in compliance in all material respects with all applicable Applicable Laws respecting labor, labor and employment, fair employment practicesincluding, but not limited to, terms and conditions of employment, workers’ ' compensation, occupational safetysafety and health requirements, plant closings, and wages and hours. None , employment discrimination, disability rights or benefits, equal opportunity, affirmative action, labor relations, employee leave issues and unemployment insurance and related matters, (E) there are no complaints, charges or claims against Belden or any of its Subsidiaries pending with or, to the Knowledge of Belden, threatened by any Governmental Entity or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment of any employees by Belden and or any of its Subsidiaries, other than those occurring in the ordinary course of business, such as claims for workers' compensation or unemployment benefits, (F) Belden and each of its Subsidiaries have withheld all amounts required by Applicable Law to be withheld from the wages, salaries, benefits and other compensation to employees; and is not liable for any arrears of wages or any Taxes or any penalty for failure to comply with any of the Company or foregoing and (G) neither Belden nor any Company Subsidiary of its Subsidiaries is liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the ordinary course of business and consistent with past practice). None of the Company or any Company Subsidiary is a party to any collective bargaining or other labor union contract applicable to persons employed by the Company or any Company Subsidiary, and no collective bargaining agreement or other labor union contract is being negotiated by the Company or any Company Subsidiary. There is no labor dispute, strike, slowdown or work stoppage against the Company or any Company Subsidiary pending or, to the Company’s knowledge, threatened that would reasonably be expected to have a Company Material Adverse Effect. No labor union or similar organization has otherwise been certified to represent any persons employed by the Company or any Company Subsidiary or to the Company’s knowledge has applied to represent such employees or is attempting to organize so as to represent such employees. There is no charge or complaint against the Company or any Company Subsidiary by the National Labor Relations Board or any comparable state or foreign agency pending or, to the Company’s knowledge, threatened, except where such charge or complaint would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. None of the Company or any Company Subsidiary is materially delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it. To the Company’s knowledge, there are no material controversies pending or threatened, between the Company or any Company Subsidiary and any of their current or former employees, which controversies have or could reasonably be expected to result in action, suit, proceeding, claim, arbitration or investigation before any Governmental Entity. To the Company’s knowledge, no employee of the Company or any Company Subsidiary is in any material respect in violation of any term of any employment contract, non-disclosure agreement, non-competition agreement or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or such Company Subsidiary because of the nature of the business conducted or presently proposed by the Company to be conducted by it or to the use of trade secrets or proprietary information of others. To the Company’s knowledge, no executive officer or key employee of the Company or any Company Subsidiary has given notice that such executive officer or key employee intends to terminate his or her employment with the Company or such Company Subsidiary.

Labor and Other Employment Matters. Section 3.11.1 Each of (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) no work stoppage or labor strike against the Company and each by employees is pending or threatened, (ii) The Company Subsidiary is not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it or amounts required to be reimbursed to such employees, (iii) the Company is in compliance in all material respects with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, workers’ ' compensation, occupational safety, plant closings, and wages wage and hours. None , (iv) the Company has withheld all amounts required by Law or by agreement to be withheld from the wages, salaries, and other payments to employees, and is not liable for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing, (v) the Company or any Company Subsidiary is not liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the ordinary course of business and consistent with past practice). None of the Company or any Company Subsidiary is a party to any collective bargaining or other labor union contract applicable to persons employed by the Company or any Company Subsidiary, and (vi) there are no collective bargaining agreement or other labor union contract is being negotiated by the Company or any Company Subsidiary. There is no labor dispute, strike, slowdown or work stoppage material pending claims against the Company under any workers' compensation plan or any Company Subsidiary pending orpolicy or for long term disability, to the Company’s knowledge, threatened that would reasonably be expected to have a Company Material Adverse Effect. No labor union or similar organization has otherwise been certified to represent any persons employed by the Company or any Company Subsidiary or to the Company’s knowledge has applied to represent such employees or is attempting to organize so as to represent such employees. There is no charge or complaint against the Company or any Company Subsidiary by the National Labor Relations Board or any comparable state or foreign agency pending or, to the Company’s knowledge, threatened, except where such charge or complaint would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. None of the Company or any Company Subsidiary is materially delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it. To the Company’s knowledge, and (vii) there are no material controversies pending or or, to the Knowledge of the Company, threatened, between the Company or any Company Subsidiary and any of their current or former employees, which controversies have or could reasonably be expected to result in an action, suit, proceeding, claim, arbitration or investigation before any Governmental Entity. To As of the Company’s knowledgedate hereof, no employee employees of the Company or any Company Subsidiary is are in any material respect in violation of any term of any employment contractContract, non-disclosure agreement, non-competition agreement noncompetition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or such Company Subsidiary because of the nature of the business conducted or presently proposed by the Company to be conducted by it the Company or to the use of trade secrets or proprietary information of others. To As of the Company’s knowledgedate hereof, no executive officer or key employee of the Company Company, at the officer level or any Company Subsidiary above, has given notice to the Company that any such executive officer or key employee intends to terminate his or her employment with the Company or such Company SubsidiaryCompany.

Labor and Other Employment Matters. Section 3.11.1 Each (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) no work stoppage, slowdown, lockout, labor strike, material arbitration or other material labor dispute against the Company or any of its Subsidiaries by employees is pending or threatened, (ii) neither the Company nor any of its Subsidiaries is delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it or amounts required to be reimbursed to such employees, (iii) the Company and each Company Subsidiary is of its Subsidiaries are in compliance in all material respects with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety, plant closings, and wages wage and hours. None , (iv) the Company and each of its Subsidiaries has withheld all amounts required by Law or by agreement to be withheld from the wages, salaries, and other payments to employees and is not liable for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing, (v) neither the Company or nor any Company Subsidiary of its Subsidiaries is liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the ordinary course of business and consistent with past practice). None of the Company or any Company Subsidiary is a party to any collective bargaining or other labor union contract applicable to persons employed by the Company or any Company Subsidiary, and (vi) there are no collective bargaining agreement or other labor union contract is being negotiated by the Company or any Company Subsidiary. There is no labor dispute, strike, slowdown or work stoppage material pending claims against the Company or any Company Subsidiary pending or, to the Company’s knowledge, threatened that would reasonably be expected to have a Company Material Adverse Effect. No labor union or similar organization has otherwise been certified to represent any persons employed by the Company or any Company Subsidiary or to the Company’s knowledge has applied to represent such employees or is attempting to organize so as to represent such employees. There is no charge or complaint against the Company or any Company Subsidiary by the National Labor Relations Board or any comparable state or foreign agency pending or, to the Company’s knowledge, threatened, except where such charge or complaint would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. None of the Company or any Company Subsidiary is materially delinquent in payments to any of its employees Subsidiaries under any workers’ compensation plan or policy or for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it. To the Company’s knowledge, long term disability and (vii) there are no material controversies pending or or, to the knowledge of the Company, threatened, between the Company or any Company Subsidiary of its Subsidiaries and any of their respective current or former employees, which controversies have or could reasonably be expected to result in an action, suit, proceeding, claim, arbitration or investigation before any Governmental Entity. To the Company’s knowledge, as of the date hereof, no employee employees of the Company or any Company Subsidiary is of its Subsidiaries are in any material respect in violation of any term of any employment contractContract, non-disclosure agreement, non-competition agreement noncompetition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or such Company Subsidiary any of its Subsidiaries because of the nature of the business conducted or presently proposed by the Company to be conducted by it the Company or such Subsidiary or to the use of trade secrets or proprietary information of others. To As of the Company’s knowledgedate hereof, no executive officer or key employee of the Company or any Company Subsidiary of its Subsidiaries, at the officer level or above, has given notice to the Company or any of its Subsidiaries that any such executive officer or key employee intends to terminate his or her employment with the Company or such Company Subsidiaryany of its Subsidiaries.

Labor and Other Employment Matters. Section 3.11.1 (a) Each of the Company and each Company Subsidiary is in compliance in all material respects with all applicable Laws respecting labor, employment, fair employment and employment practices, terms and conditions of employment, immigration, workers’ compensation, long term disability, occupational safety, plant closings, compensation and benefits, and wages and hours. None , including Title VII of the Civil Rights Act of 1964, the Equal Pay Act of 1967, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act, and the applicable rules and regulations adopted by those federal agencies responsible for the administration of such Laws (“Employment Practices”). Neither the Company or nor any Company Subsidiary is liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the ordinary normal course of business and consistent with past practice). None As of the date of this Agreement, (i) there are no Actions or, to the Company’s Knowledge, investigations pending or scheduled by any Governmental Entity pertaining to the Employment Practices of the Company or any Company Subsidiary; and (ii) no complaints relating to Employment Practices of the Company or any Company Subsidiary is a party have been filed with any Governmental Entity or submitted in writing to any collective bargaining or other labor union contract applicable to persons employed by the Company or any Company Subsidiary, and no collective bargaining agreement or other labor union contract is being negotiated by the Company or any Company Subsidiary. There is no labor dispute, strike, slowdown or work stoppage against To the Company or any Company Subsidiary pending or, to Knowledge of the Company’s knowledge, threatened no event has occurred, nor does any condition or circumstance exist, that would reasonably be expected to have provide a Company Material Adverse Effectbasis for the commencement of any labor strikes, slowdowns, work stoppages, lockouts, or any similar activity or dispute. No labor union or similar organization has otherwise been certified to represent any persons employed by To the Knowledge of the Company, the Company or and the Company Subsidiaries are not engaged, and have never been engaged, in any Company Subsidiary or to unfair labor practice (as defined under the Company’s knowledge has applied to represent such employees or is attempting to organize so as to represent such employees. There National Labor Relations Act) and there is no charge or complaint against the Company or any Company Subsidiary by the National Labor Relations Board or Board, any comparable state or foreign agency agency, or any individual, pending or, to the Knowledge of the Company’s knowledge, threatened, except where such charge or complaint would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. None of the Company or any Company Subsidiary is materially delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it. To the Company’s knowledge, there are no material controversies pending or threatened, between the Company or any Company Subsidiary and any of their current or former employees, which controversies have or could reasonably be expected to result in action, suit, proceeding, claim, arbitration or investigation before any Governmental Entity. To the Company’s knowledge, no employee of the Company or any Company Subsidiary is in any material respect in violation of any term of any employment contract, non-disclosure agreement, non-competition agreement or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or such Company Subsidiary because of the nature of the business conducted or presently proposed by the Company to be conducted by it or to the use of trade secrets or proprietary information of others. To the Company’s knowledge, no executive officer or key employee of the Company or any Company Subsidiary has given notice that such executive officer or key employee intends to terminate his or her employment with the Company or such Company Subsidiary.

Labor and Other Employment Matters. (a) Except as set forth on Section 3.11.1 Each 4.13(a) of the Company Disclosure Schedules, as of the date hereof, (i) no work stoppage, slowdown, lockout, labor strike, grievances, arbitration or other material labor dispute against the Company or any of its Subsidiaries by employees is pending or, to the Knowledge of the Company, threatened; (ii) neither the Company nor any of its Subsidiaries is delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it or amounts required to be reimbursed to such employees; (iii) for the past four (4) years, the Company and each Company Subsidiary is of its Subsidiaries have been in material compliance in all material respects with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, immigration, workers’ compensation, occupational safety, plant closings, layoffs, reductions in force and wages wage and hours. None ; (iv) the Company and each of its Subsidiaries has withheld all amounts required by Law or by agreement to be withheld from the wages, salaries, and other payments to employees and is not liable for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing; (v) neither the Company or nor any Company Subsidiary of its Subsidiaries is liable for any material payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the ordinary course of business and consistent with past practice). None of ; (vi) other than as made available to Parent in the Company or any Company Subsidiary is a party to any collective bargaining or other labor union contract applicable to persons employed by the Company or any Company SubsidiaryDataroom, and there are no collective bargaining agreement or other labor union contract is being negotiated by the Company or any Company Subsidiary. There is no labor dispute, strike, slowdown or work stoppage pending claims against the Company or any Company Subsidiary of its Subsidiaries under any workers’ compensation plan or policy or for long term disability; (vii) there are no controversies pending or, to the Knowledge of the Company’s knowledge, threatened that would reasonably be expected to have a Company Material Adverse Effect. No labor union (including threatened lawsuits or similar organization has otherwise been certified to represent any persons employed by the Company or any Company Subsidiary or to the Company’s knowledge has applied to represent such employees or is attempting to organize so as to represent such employees. There is no charge or complaint against the Company or any Company Subsidiary by the National Labor Relations Board or any comparable state or foreign agency pending or, to the Company’s knowledge, threatened, except where such charge or complaint would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. None of the Company or any Company Subsidiary is materially delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it. To the Company’s knowledge, there are no material controversies pending or threatenedclaims), between the Company or any Company Subsidiary of its Subsidiaries and any of their respective current or former employees, which controversies have or could would reasonably be expected to result in actionan Proceeding before the National Labor Relations Board, suitthe Equal Employment Opportunity Commission, proceedingthe Department of Fair Employment and Housing, claimLabor Commissioner, arbitration the Department of Labor, OSHA, or investigation before any other Governmental Entity; (viii) all employees of the Company and its Subsidiaries are employed on an at-will basis, and their respective employment can be terminated at any time, with or without notice, for any lawful reason or no reason at all; and (ix) the Company and its Subsidies have not conducted any layoffs or reductions in force within six (6) months of the date hereof. To As of the date hereof, to the Knowledge of the Company’s knowledge, no employee employees of the Company or any Company Subsidiary is in any material respect of its Subsidiaries are in violation of any term of any employment contractor other Contract, including any non-disclosure agreement, non-competition agreement noncompetition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or such Company Subsidiary any of its Subsidiaries because of the nature of the business conducted or presently proposed by the Company to be conducted by it the Company or such Subsidiary or to the use of trade secrets or proprietary information of others. To As of the Company’s knowledgedate hereof, no executive officer or key exempt employee of the Company or any Company Subsidiary of its Subsidiaries has given notice in writing to the Company or any of its Subsidiaries that any such executive officer or key employee intends to terminate his or her employment with the Company or such Company Subsidiaryany of its Subsidiaries.

Labor and Other Employment Matters. Section 3.11.1 Each (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) no work stoppage, slowdown, lockout, labor strike, material arbitration or other material labor dispute against the Company or any of its Subsidiaries by employees is pending or threatened, (ii) neither the Company nor any of its Subsidiaries is delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it or amounts required to be reimbursed to such employees, (iii) the Company and each Company Subsidiary is of its Subsidiaries are in compliance in all material respects with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, immigration, workers’ ' compensation, occupational safety, plant closings, and wages wage and hours. None , (iv) the Company and each of its Subsidiaries has withheld all amounts required by Law or by agreement to be withheld from the wages, salaries, and other payments to employees and is not liable for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing, (v) neither the Company or nor any Company Subsidiary of its Subsidiaries is liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the ordinary course of business and consistent with past practice). None of the Company or any Company Subsidiary is a party to any collective bargaining or other labor union contract applicable to persons employed by the Company or any Company Subsidiary, and (vi) there are no collective bargaining agreement or other labor union contract is being negotiated by the Company or any Company Subsidiary. There is no labor dispute, strike, slowdown or work stoppage material pending claims against the Company or any Company Subsidiary pending or, to the Company’s knowledge, threatened that would reasonably be expected to have a Company Material Adverse Effect. No labor union or similar organization has otherwise been certified to represent any persons employed by the Company or any Company Subsidiary or to the Company’s knowledge has applied to represent such employees or is attempting to organize so as to represent such employees. There is no charge or complaint against the Company or any Company Subsidiary by the National Labor Relations Board or any comparable state or foreign agency pending or, to the Company’s knowledge, threatened, except where such charge or complaint would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. None of the Company or any Company Subsidiary is materially delinquent in payments to any of its employees Subsidiaries under any workers' compensation plan or policy or for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it. To the Company’s knowledge, long term disability and (vii) there are no material controversies pending or, to the knowledge of the Company, threatened (including threatened lawsuits or threatenedclaims), between the Company or any Company Subsidiary of its Subsidiaries and any of their respective current or former employees, which controversies have or could reasonably be expected to result in an action, suit, proceeding, claim, arbitration or investigation before any Governmental Entity. To the Company’s 's knowledge, as of the date hereof, no employee employees of the Company or any Company Subsidiary is of its Subsidiaries are in any material respect in violation of any term of any employment contractContract, non-disclosure agreement, non-competition agreement noncompetition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or such Company Subsidiary any of its Subsidiaries because of the nature of the business conducted or presently proposed by the Company to be conducted by it the Company or such Subsidiary or to the use of trade secrets or proprietary information of others. To As of the Company’s knowledgedate hereof, no executive officer or key employee of the Company or any Company Subsidiary of its Subsidiaries, at the officer level or above, has given notice to the Company or any of its Subsidiaries that any such executive officer or key employee intends to terminate his or her employment with the Company or such Company Subsidiaryany of its Subsidiaries.

Labor and Other Employment Matters. Section 3.11.1 Each (i) As of the Company date hereof, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Xxxxxx and each Company Subsidiary is its Subsidiaries, taken as a whole, or as set forth in compliance in all material respects with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety, plant closings, and wages and hours. None Section 3.2(h)(i) of the Company Xxxxxx Disclosure Schedule, (A) no work stoppage, slowdown, lockout, labor strike, material arbitrations or other material labor disputes against Xxxxxx or any Company Subsidiary of its Subsidiaries are pending or, to the Knowledge of Xxxxxx, threatened, (B) no unfair labor practice charges, grievances or complaints are pending or, to the Knowledge of Xxxxxx, threatened against Xxxxxx or any of its Subsidiaries, (C) neither Xxxxxx nor any of its Subsidiaries is delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it or amounts required to be reimbursed to such employees, (D) neither Xxxxxx nor any of its Subsidiaries is liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees employees, (other than routine payments E) no employee of Xxxxxx at the officer level or above has given written notice to be made in the ordinary course of business and consistent with past practice). None of the Company Xxxxxx or any Company Subsidiary is a party to any collective bargaining or other labor union contract applicable to persons employed by the Company or any Company Subsidiary, and no collective bargaining agreement or other labor union contract is being negotiated by the Company or any Company Subsidiary. There is no labor dispute, strike, slowdown or work stoppage against the Company or any Company Subsidiary pending or, to the Company’s knowledge, threatened that would reasonably be expected to have a Company Material Adverse Effect. No labor union or similar organization has otherwise been certified to represent any persons employed by the Company or any Company Subsidiary or to the Company’s knowledge has applied to represent such employees or is attempting to organize so as to represent such employees. There is no charge or complaint against the Company or any Company Subsidiary by the National Labor Relations Board or any comparable state or foreign agency pending or, to the Company’s knowledge, threatened, except where such charge or complaint would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. None of the Company or any Company Subsidiary is materially delinquent in payments to any of its employees for Subsidiaries that any wages, salaries, commissions, bonuses such employee intends to terminate his or other direct compensation for any services performed for it. To the Company’s knowledge, there are no material controversies pending or threatened, between the Company her employment with Xxxxxx or any Company Subsidiary and any of their current or former employeesits Subsidiaries, which controversies have or could reasonably be expected (F) to result in action, suit, proceeding, claim, arbitration or investigation before any Governmental Entity. To the Company’s knowledgeKnowledge of Xxxxxx, no employee of the Company Xxxxxx or any Company Subsidiary of its Subsidiaries is in any material respect in violation of any term of any employment contract, non-disclosure nondisclosure agreement, common law nondisclosure obligations, non-competition agreement agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company Xxxxxx or such Company Subsidiary any of its Subsidiaries because of the nature of the business conducted or presently proposed by the Company to be conducted by it Xxxxxx or any of its Subsidiaries or to the use of trade secrets or proprietary information of others. To others,(G) neither Xxxxxx nor any of its Subsidiaries is a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices and (H) Xxxxxx and its Subsidiaries are in compliance with all applicable laws, agreements, contracts, policies, plans and programs relating to employment, employment practices, compensation, benefits, hours, terms and conditions of employment and the Company’s knowledgetermination of employment, no executive officer or key employee including but not limited to any obligations pursuant to the Worker Adjustment and Retraining Notification Act of the Company or any Company Subsidiary has given notice that such executive officer or key employee intends to terminate his or her employment with the Company or such Company Subsidiary1988.

Labor and Other Employment Matters. Section 3.11.1 Each (i) As of the Company date hereof, except as would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on IDEC, (a) no work stoppage, slowdown, lockout, labor strike, material arbitrations or other material labor disputes against IDEC or any of its Subsidiaries are pending or, to the Knowledge of IDEC, threatened, (b) no unfair labor practice charges, grievances or complaints are pending or, to the Knowledge of IDEC, threatened against IDEC or any of its Subsidiaries, (c) neither IDEC nor any of its Subsidiaries is delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it or amounts required to be reimbursed to such employees, (d) IDEC and each Company Subsidiary is of its Subsidiaries are in compliance in all material respects with all applicable Applicable Laws respecting labor, labor and employment, fair employment practicesincluding, but not limited to, terms and conditions of employment, workers’ compensation, occupational safetysafety and health requirements, plant closings, and wages and hours. None , employment discrimination, disability rights or benefits, equal opportunity, affirmative action, employee benefits, severance payments, labor relations, employee leave issues and unemployment insurance and related matters, (e) there are no complaints, charges or claims against IDEC or any of its Subsidiaries pending with or, to the Knowledge of IDEC, threatened by any Governmental Entity or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment of any employees by IDEC and or any of its Subsidiaries, other than those occurring in the ordinary course of business, such as claims for workers’ compensation or unemployment benefits, (f) IDEC and each of its Subsidiaries have withheld all amounts required by Applicable Law to be withheld from the wages, salaries, and other payments to employees; and is not liable for any arrears of wages or any Taxes or any penalty for failure to comply with any of the Company or foregoing, (g) neither IDEC nor any Company Subsidiary of its Subsidiaries is liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the ordinary course of business and consistent with past practice). None , (h) no employee of the Company IDEC or any Company Subsidiary is a party to any collective bargaining or other labor union contract applicable to persons employed by the Company or any Company Subsidiary, and no collective bargaining agreement or other labor union contract is being negotiated by the Company or any Company Subsidiary. There is no labor dispute, strike, slowdown or work stoppage against the Company or any Company Subsidiary pending or, to the Company’s knowledge, threatened that would reasonably be expected to have a Company Material Adverse Effect. No labor union or similar organization has otherwise been certified to represent any persons employed by the Company or any Company Subsidiary or to the Company’s knowledge has applied to represent such employees or is attempting to organize so as to represent such employees. There is no charge or complaint against the Company or any Company Subsidiary by the National Labor Relations Board or any comparable state or foreign agency pending or, to the Company’s knowledge, threatened, except where such charge or complaint would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. None of the Company or any Company Subsidiary is materially delinquent in payments to any of its employees for any wagesSubsidiaries, salariesat the officer level or above, commissions, bonuses or other direct compensation for any services performed for it. To the Company’s knowledge, there are no material controversies pending or threatened, between the Company has given notice to IDEC or any Company Subsidiary and of its Subsidiaries that any such employee intends to terminate his or her employment with IDEC or any of their current or former employeesits Subsidiaries, which controversies have or could reasonably be expected and (i) to result in action, suit, proceeding, claim, arbitration or investigation before any Governmental Entity. To the Company’s knowledgeKnowledge of IDEC, no employee of the Company IDEC or any Company Subsidiary of its Subsidiaries is in any material respect in violation of any term of any employment contract, non-disclosure agreement, non-competition agreement noncompetition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company IDEC or such Company Subsidiary any of its Subsidiaries because of the nature of the business conducted or presently proposed by the Company to be conducted by it IDEC or any of its Subsidiaries or to the use of trade secrets or proprietary information of others. To the Company’s knowledge, no executive officer or key employee of the Company or any Company Subsidiary has given notice that such executive officer or key employee intends to terminate his or her employment with the Company or such Company Subsidiary.

Labor and Other Employment Matters. (a) Section 3.11.1 4.10(a) of the Company Disclosure Schedule sets forth a complete and accurate list (giving name, job title, credited service, current annual compensation (including a separate statement of base salary, bonus and benefits for each individual)) of each current Company Employee and current Company Independent Contractor and designates which member of the Combined Company employs or retains each current Company Employee and current Company Independent Contractor. Each Company Employee is an "at will" employee (whose employment may be terminated at any time by the relevant member of the Combined Company or such employee) and has the right to work for the Company, and none of the Company Employees is in the final stages of any disciplinary process. Each of the Company Independent Contractors may be terminated on 30 days' notice. None of the members of the Combined Company is or has ever been delinquent in payments to any Company Employees or Company Independent Contractors or other Company Persons (other than professional advisers) for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it or amounts required to be reimbursed to such employee. The members of the Combined Company are and each Company Subsidiary is have always been in compliance in all material respects with all applicable Laws Applicable Law respecting labor, employment, immigration, fair employment practices, terms and conditions of employment, workers’ ' compensation, occupational safety, plant closings, and wages and hours. None hours and any other Law applicable to any of the Company Employees, Company Independent Contractors or other Company Persons. Each member of the Combined Company has withheld all amounts required by Applicable Law or by agreement to be withheld from the wages, salaries, and other payments to employees, and no member of the Combined Company is or has ever been liable for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing. No member of the Combined Company Subsidiary is or has ever been liable for any payment to any trust or other fund or to any Governmental Entity, 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 ordinary course of business and consistent with past practice). None of the Company or any Company Subsidiary is a party to any collective bargaining or other labor union contract applicable to persons employed by the Company or any Company Subsidiary, and no collective bargaining agreement or other labor union contract is being negotiated by the Company or any Company Subsidiary. There is no labor dispute, strike, slowdown or work stoppage against the Company or any Company Subsidiary pending or, to the Company’s knowledge, threatened that would reasonably be expected to have a Company Material Adverse Effect. No labor union or similar organization has otherwise been certified to represent any persons employed by the Company or any Company Subsidiary or to the Company’s knowledge has applied to represent such employees or is attempting to organize so as to represent such employees. There is no charge or complaint against the Company or any Company Subsidiary by the National Labor Relations Board or any comparable state or foreign agency pending or, to the Company’s knowledge, threatened, except where such charge or complaint would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. None of the Company or any Company Subsidiary is materially delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it. To the Company’s knowledge, there are no material controversies pending or threatened, between the Company or any Company Subsidiary and any of their current or former employees, which controversies have or could reasonably be expected to result in action, suit, proceeding, claim, arbitration or investigation before any Governmental Entity. To the Company’s knowledge, no employee of the Company or any Company Subsidiary is in any material respect in violation of any term of any employment contract, non-disclosure agreement, non-competition agreement or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or such Company Subsidiary because of the nature of the business conducted or presently proposed by the Company to be conducted by it or to the use of trade secrets or proprietary information of others. To the Company’s knowledge, no executive officer or key employee of the Company or any Company Subsidiary has given notice that such executive officer or key employee intends to terminate his or her employment with the Company or such Company Subsidiary.

Labor and Other Employment Matters. Section 3.11.1 Each (i) As of the Company date hereof, except as would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on Biogen, (a) no work stoppage, slowdown, lockout, labor strike, material arbitrations or other material labor disputes against Biogen or any of its Subsidiaries are pending or, to the Knowledge of Biogen, threatened, (b) no unfair labor practice charges, grievances or complaints are pending or, to the Knowledge of Biogen, threatened against Biogen or any of its Subsidiaries, (c) neither Biogen nor any of its Subsidiaries is delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it or amounts required to be reimbursed to such employees, (d) Biogen and each Company Subsidiary is of its Subsidiaries are in compliance in all material respects with all applicable Applicable Laws respecting labor, labor and employment, fair employment practicesincluding, but not limited to, terms and conditions of employment, workers’ compensation, occupational safetysafety and health requirements, plant closings, and wages and hours. None , employment discrimination, disability rights or benefits, equal opportunity, affirmative action, employee benefits, severance payments, labor relations, employee leave issues and unemployment insurance and related matters, (e) there are no complaints, charges or claims against Biogen or any of its Subsidiaries pending with or, to the Knowledge of Biogen, threatened by any Governmental Entity or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment of any employees by Biogen and or any of its Subsidiaries, other than those occurring in the ordinary course of business, such as claims for workers’ compensation or unemployment benefits, (f) Biogen and each of its Subsidiaries have withheld all amounts required by Applicable Law to be withheld from the wages, salaries, and other payments to employees, and is not liable for any arrears of wages or any Taxes (as defined in Section 3.1(j)(xi)) or any penalty for failure to comply with any of the Company or foregoing, (g) neither Biogen nor any Company Subsidiary of its Subsidiaries is liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the ordinary course of business and consistent with past practice). None , (h) no employee of the Company Biogen or any Company Subsidiary is a party to any collective bargaining or other labor union contract applicable to persons employed by the Company or any Company Subsidiary, and no collective bargaining agreement or other labor union contract is being negotiated by the Company or any Company Subsidiary. There is no labor dispute, strike, slowdown or work stoppage against the Company or any Company Subsidiary pending or, to the Company’s knowledge, threatened that would reasonably be expected to have a Company Material Adverse Effect. No labor union or similar organization has otherwise been certified to represent any persons employed by the Company or any Company Subsidiary or to the Company’s knowledge has applied to represent such employees or is attempting to organize so as to represent such employees. There is no charge or complaint against the Company or any Company Subsidiary by the National Labor Relations Board or any comparable state or foreign agency pending or, to the Company’s knowledge, threatened, except where such charge or complaint would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. None of the Company or any Company Subsidiary is materially delinquent in payments to any of its employees for any wagesSubsidiaries, salariesat the officer level or above, commissions, bonuses or other direct compensation for any services performed for it. To the Company’s knowledge, there are no material controversies pending or threatened, between the Company has given notice to Biogen or any Company Subsidiary and of its Subsidiaries that any such employee intends to terminate his or her employment with Biogen or any of their current or former employeesits Subsidiaries, which controversies have or could reasonably be expected and (i) to result in action, suit, proceeding, claim, arbitration or investigation before any Governmental Entity. To the Company’s knowledgeKnowledge of Biogen, no employee of the Company Biogen or any Company Subsidiary of its Subsidiaries is in any material respect in violation of any term of any employment contract, non-disclosure agreement, non-competition agreement noncompetition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company Biogen or such Company Subsidiary any of its Subsidiaries because of the nature of the business conducted or presently proposed by the Company to be conducted by it Biogen or any of its Subsidiaries or to the use of trade secrets or proprietary information of others. To the Company’s knowledge, no executive officer or key employee of the Company or any Company Subsidiary has given notice that such executive officer or key employee intends to terminate his or her employment with the Company or such Company Subsidiary.

Labor and Other Employment Matters. Section 3.11.1 Each of the (a) The Company and each Company Subsidiary is in compliance in all material respects with all applicable Laws respecting labor, employment, fair employment and employment practices, terms and conditions of employment, immigration, workers’ compensation, long term disability, occupational safety, plant closings, compensation and benefits, and wages and hours. None , including Title VII of the Civil Rights Act of 1964, the Equal Pay Act of 1967, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act, and the applicable rules and regulations adopted by those federal agencies responsible for the administration of such Laws (“Employment Practices”). Neither the Company or nor any Company Subsidiary is liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the ordinary normal course of business and consistent with past practice). None To the Knowledge of the Company, as of the date of this Agreement, (i) there are no Actions pending or scheduled by any Governmental Entity pertaining to the Employment Practices of the Company or any Company Subsidiary; and (ii) no material complaints relating to Employment Practices of the Company or any Company Subsidiary is a party have been filed with any Governmental Entity or submitted in writing to any collective bargaining or other labor union contract applicable to persons employed by the Company or any Company Subsidiary, and no collective bargaining agreement or other labor union contract is being negotiated by the Company or any Company Subsidiary. There is no labor dispute, strike, slowdown or work stoppage against To the Company or any Company Subsidiary pending or, to Knowledge of the Company’s knowledge, threatened no event has occurred, nor does any condition or circumstance exist, that would reasonably be expected to have provide a Company Material Adverse Effectbasis for the commencement of any such labor strikes, slowdowns, work stoppages, lockouts, or any similar activity or dispute. No labor union or similar organization has otherwise been certified to represent any persons employed by To the Knowledge of the Company, the Company or and the Company Subsidiaries are not engaged, and have never been engaged, in any Company Subsidiary or to unfair labor practice (as defined under the Company’s knowledge has applied to represent such employees or is attempting to organize so as to represent such employees. There National Labor Relations Act) and there is no charge or complaint against the Company or any Company Subsidiary by the National Labor Relations Board or Board, any comparable state or foreign agency agency, or any individual, pending or, to the Knowledge of the Company’s knowledge, threatened, except where such charge or complaint would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. None of the Company or any Company Subsidiary is materially delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it. To the Company’s knowledge, there are no material controversies pending or threatened, between the Company or any Company Subsidiary and any of their current or former employees, which controversies have or could reasonably be expected to result in action, suit, proceeding, claim, arbitration or investigation before any Governmental Entity. To the Company’s knowledge, no employee of the Company or any Company Subsidiary is in any material respect in violation of any term of any employment contract, non-disclosure agreement, non-competition agreement or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or such Company Subsidiary because of the nature of the business conducted or presently proposed by the Company to be conducted by it or to the use of trade secrets or proprietary information of others. To the Company’s knowledge, no executive officer or key employee of the Company or any Company Subsidiary has given notice that such executive officer or key employee intends to terminate his or her employment with the Company or such Company Subsidiary.

Labor and Other Employment Matters. (a) Except (i) as set forth in Section 3.11.1 Each 4.8(a) of the Company Xxxxxx Disclosure Schedule or (ii) as would not reasonably be likely to have a Material Adverse Effect on Xxxxxx, (A) no work stoppage, slowdown, lockout, labor strike, material arbitrations or other labor disputes against Belden or any of its Subsidiaries are pending or, to the Knowledge of Belden, threatened, (B) no unfair labor practice charges, grievances or complaints are pending or, to the Knowledge of Belden, threatened against Belden or any of its Subsidiaries, (C) neither Belden nor any of its Subsidiaries is delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it or amounts required to be reimbursed to such employees, (D) Belden and each Company Subsidiary is of its Subsidiaries are in compliance in all material respects with all applicable Applicable Laws respecting labor, labor and employment, fair employment practicesincluding, but not limited to, terms and conditions of employment, workers’ ' compensation, occupational safetysafety and health requirements, plant closings, and wages and hours. None , employment discrimination, disability rights or benefits, equal opportunity, affirmative action, labor relations, employee leave issues and unemployment insurance and related matters, (E) there are no complaints, charges or claims against Belden or any of its Subsidiaries pending with or, to the Knowledge of Belden, threatened by any Governmental Entity or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment of any employees by Belden and or any of its Subsidiaries, other than those occurring in the ordinary course of business, such as claims for workers' compensation or unemployment benefits, (F) Belden and each of its Subsidiaries have withheld all amounts required by Applicable Law to be withheld from the wages, salaries, benefits and other compensation to employees; and is not liable for any arrears of wages or any Taxes or any penalty for failure to comply with any of the Company or foregoing and (G) neither Belden nor any Company Subsidiary of its Subsidiaries is liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the ordinary course of business and consistent with past practice). None of the Company or any Company Subsidiary is a party to any collective bargaining or other labor union contract applicable to persons employed by the Company or any Company Subsidiary, and no collective bargaining agreement or other labor union contract is being negotiated by the Company or any Company Subsidiary. There is no labor dispute, strike, slowdown or work stoppage against the Company or any Company Subsidiary pending or, to the Company’s knowledge, threatened that would reasonably be expected to have a Company Material Adverse Effect. No labor union or similar organization has otherwise been certified to represent any persons employed by the Company or any Company Subsidiary or to the Company’s knowledge has applied to represent such employees or is attempting to organize so as to represent such employees. There is no charge or complaint against the Company or any Company Subsidiary by the National Labor Relations Board or any comparable state or foreign agency pending or, to the Company’s knowledge, threatened, except where such charge or complaint would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. None of the Company or any Company Subsidiary is materially delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it. To the Company’s knowledge, there are no material controversies pending or threatened, between the Company or any Company Subsidiary and any of their current or former employees, which controversies have or could reasonably be expected to result in action, suit, proceeding, claim, arbitration or investigation before any Governmental Entity. To the Company’s knowledge, no employee of the Company or any Company Subsidiary is in any material respect in violation of any term of any employment contract, non-disclosure agreement, non-competition agreement or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or such Company Subsidiary because of the nature of the business conducted or presently proposed by the Company to be conducted by it or to the use of trade secrets or proprietary information of others. To the Company’s knowledge, no executive officer or key employee of the Company or any Company Subsidiary has given notice that such executive officer or key employee intends to terminate his or her employment with the Company or such Company Subsidiary.

Labor and Other Employment Matters. (a) Except as set forth in Section 3.11.1 Each 4.13(a) of the Company Disclosure Schedule, as of the date hereof, (i) no work stoppage, slowdown, lockout, labor strike, grievances, material arbitration or other material labor dispute against the Company or any of its Subsidiaries by employees is pending or threatened, (ii) neither the Company nor any of its Subsidiaries is delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it or amounts required to be reimbursed to such employees, (iii) the Company and each Company Subsidiary is of its Subsidiaries are in material compliance in all material respects with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, immigration, workers’ ' compensation, occupational safety, plant closings, layoffs, reductions in force and wages wage and hours. None , (iv) the Company and each of its Subsidiaries has withheld all amounts required by Law or by agreement to be withheld from the wages, salaries, and other payments to employees and is not liable for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing, (v) neither the Company or nor any Company Subsidiary of its Subsidiaries is liable for any material payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the ordinary course of business and consistent with past practice). None of the Company or any Company Subsidiary is a party to any collective bargaining or other labor union contract applicable to persons employed by the Company or any Company Subsidiary, and (vi) there are no collective bargaining agreement or other labor union contract is being negotiated by the Company or any Company Subsidiary. There is no labor dispute, strike, slowdown or work stoppage material pending claims against the Company or any Company Subsidiary pending or, to the Company’s knowledge, threatened that would reasonably be expected to have a Company Material Adverse Effect. No labor union or similar organization has otherwise been certified to represent any persons employed by the Company or any Company Subsidiary or to the Company’s knowledge has applied to represent such employees or is attempting to organize so as to represent such employees. There is no charge or complaint against the Company or any Company Subsidiary by the National Labor Relations Board or any comparable state or foreign agency pending or, to the Company’s knowledge, threatened, except where such charge or complaint would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. None of the Company or any Company Subsidiary is materially delinquent in payments to any of its employees Subsidiaries under any workers' compensation plan or policy or for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it. To the Company’s knowledge, long term disability (vii) there are no material controversies pending or, to the knowledge of the Company, threatened (including threatened lawsuits or threatenedclaims), between the Company or any Company Subsidiary of its Subsidiaries and any of their respective current or former employees, which controversies have or could reasonably be expected to result in an action, suit, proceedingProceeding, claim, arbitration or investigation before the National Labor Relations Board, the Equal Employment Opportunity Commission, the Department of Fair Employment and Housing, Labor Commissioner, the Department of Labor, OSHA, or any other Governmental Entity; (viii) all employees of the Company and its Subsidiaries are employed on an at-will basis, and there employment can be terminated at any time, with or without notice, for any lawful reason or no reason at all; and (ix) the Company and its Subsidies have not conducted any layoffs or reductions in force within six (6) months of the Closing. To As of the Company’s knowledgedate hereof, no employee employees of the Company or any Company Subsidiary is of its Subsidiaries are in any material respect in violation of any term of any employment contractContract, non-disclosure agreement, non-competition agreement noncompetition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or such Company Subsidiary any of its Subsidiaries because of the nature of the business conducted or presently proposed by the Company to be conducted by it the Company or such Subsidiary or to the use of trade secrets or proprietary information of others. To As of the Company’s knowledgedate hereof, no executive officer or key employee of the Company or any Company Subsidiary of its Subsidiaries, at the officer level or above, has given notice to the Company or any of its Subsidiaries that any such executive officer or key employee intends to terminate his or her employment with the Company or such Company Subsidiaryany of its Subsidiaries.

Labor and Other Employment Matters. Section 3.11.1 Each (i) As of the Company date hereof, except as would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on IDEC, (a) no work stoppage, slowdown, lockout, labor strike, material arbitrations or other material labor disputes against IDEC or any of its Subsidiaries are pending or, to the Knowledge of IDEC, threatened, (b) no unfair labor practice charges, grievances or complaints are pending or, to the Knowledge of IDEC, threatened against IDEC or any of its Subsidiaries, (c) neither IDEC nor any of its Subsidiaries is delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it or amounts required to be reimbursed to such employees, (d) IDEC and each Company Subsidiary is of its Subsidiaries are in compliance in all material respects with all applicable Applicable Laws respecting labor, labor and employment, fair employment practicesincluding, but not limited to, terms and conditions of employment, workers’ ' compensation, occupational safetysafety and health requirements, plant closings, and wages and hours. None , employment discrimination, disability rights or benefits, equal opportunity, affirmative action, employee benefits, severance payments, labor relations, employee leave issues and unemployment insurance and related matters, (e) there are no complaints, charges or claims against IDEC or any of its Subsidiaries pending with or, to the Knowledge of IDEC, threatened by any Governmental Entity or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment of any employees by IDEC and or any of its Subsidiaries, other than those occurring in the ordinary course of business, such as claims for workers' compensation or unemployment benefits, (f) IDEC and each of its Subsidiaries have withheld all amounts required by Applicable Law to be withheld from the wages, salaries, and other payments to employees; and is not liable for any arrears of wages or any Taxes or any penalty for failure to comply with any of the Company or foregoing, (g) neither IDEC nor any Company Subsidiary of its Subsidiaries is liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the ordinary course of business and consistent with past practice). None , (h) no employee of the Company IDEC or any Company Subsidiary is a party to any collective bargaining or other labor union contract applicable to persons employed by the Company or any Company Subsidiary, and no collective bargaining agreement or other labor union contract is being negotiated by the Company or any Company Subsidiary. There is no labor dispute, strike, slowdown or work stoppage against the Company or any Company Subsidiary pending or, to the Company’s knowledge, threatened that would reasonably be expected to have a Company Material Adverse Effect. No labor union or similar organization has otherwise been certified to represent any persons employed by the Company or any Company Subsidiary or to the Company’s knowledge has applied to represent such employees or is attempting to organize so as to represent such employees. There is no charge or complaint against the Company or any Company Subsidiary by the National Labor Relations Board or any comparable state or foreign agency pending or, to the Company’s knowledge, threatened, except where such charge or complaint would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. None of the Company or any Company Subsidiary is materially delinquent in payments to any of its employees for any wagesSubsidiaries, salariesat the officer level or above, commissions, bonuses or other direct compensation for any services performed for it. To the Company’s knowledge, there are no material controversies pending or threatened, between the Company has given notice to IDEC or any Company Subsidiary and of its Subsidiaries that any such employee intends to terminate his or her employment with IDEC or any of their current or former employeesits Subsidiaries, which controversies have or could reasonably be expected and (i) to result in action, suit, proceeding, claim, arbitration or investigation before any Governmental Entity. To the Company’s knowledgeKnowledge of IDEC, no employee of the Company IDEC or any Company Subsidiary of its Subsidiaries is in any material respect in violation of any term of any employment contract, non-disclosure agreement, non-competition agreement noncompetition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company IDEC or such Company Subsidiary any of its Subsidiaries because of the nature of the business conducted or presently proposed by the Company to be conducted by it IDEC or any of its Subsidiaries or to the use of trade secrets or proprietary information of others. To the Company’s knowledge, no executive officer or key employee of the Company or any Company Subsidiary has given notice that such executive officer or key employee intends to terminate his or her employment with the Company or such Company Subsidiary.

Labor and Other Employment Matters. Section 3.11.1 Each (a) No work stoppage or labor strike against the Company or any Company Subsidiary by employees is pending or, to the Company's knowledge, threatened which would have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary is delinquent in payments to any of the its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it or amounts required to be reimbursed to such employees. The Company and each Company Subsidiary is in compliance in all material respects with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, workers’ ' compensation, occupational safety, plant closings, and wages and hours. None The Company and each Company Subsidiary has withheld all amounts required by applicable Law or by agreement to be withheld from the wages, salaries, and other payments to employees; and is not liable for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing. Neither the Company or nor any Company Subsidiary is liable for any payment to any trust or other fund or to any Governmental Entityliable, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (employees, for any payment to any trust or other than routine payments fund or to be made any Governmental Entity. Except as set forth in the ordinary course of business and consistent with past practice). None Section 3.12(a) of the Company or any Company Subsidiary is a party to any collective bargaining or other labor union contract applicable to persons employed by the Company or any Company SubsidiaryDisclosure Letter, and there are no collective bargaining agreement or other labor union contract is being negotiated by the Company or any Company Subsidiary. There is no labor dispute, strike, slowdown or work stoppage material pending claims against the Company or any Company Subsidiary pending or, to the Company’s knowledge, threatened that would reasonably be expected to have a Company Material Adverse Effectunder any workers' compensation plan or policy or for long term disability. No labor union or similar organization has otherwise been certified to represent any persons employed by the Company or any Company Subsidiary or to the Company’s knowledge has applied to represent such employees or is attempting to organize so as to represent such employees. There is no charge or complaint against the Company or any Company Subsidiary by the National Labor Relations Board or any comparable state or foreign agency pending or, to the Company’s knowledge, threatened, except where such charge or complaint would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. None As of the Company or any Company Subsidiary is materially delinquent in payments to any date of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it. To the Company’s knowledgethis Agreement, there are no material controversies pending or or, to the knowledge of the Company, threatened, between the Company or any Company Subsidiary and any of their respective current or former employees, which controversies have or could reasonably be expected to result in an action, suit, proceeding, claim, arbitration or investigation before any Governmental Entity. To the Company’s 's knowledge, no employee employees of the Company or any Company Subsidiary is are in any material respect in violation of any term of any employment contractagreement with, non-disclosure agreement, non-competition agreement or any restrictive covenant to to, a former employer relating to the right of any such employee to be employed by the Company or such any Company Subsidiary because of the nature of the business conducted or presently proposed by the Company to be conducted by it the Company or such Company Subsidiary or to the use of trade secrets or proprietary information of others. To As of the Company’s knowledgedate of this Agreement, no executive officer or key employee of the Company or any Company Subsidiary Subsidiary, at the officer level or above, has given notice to the Company or any Company Subsidiary, and nor does any of the Company's Executive Vice Presidents have knowledge, that any such executive officer or key employee intends to terminate his or her employment with the Company or such any Company Subsidiary.

Labor and Other Employment Matters. Section 3.11.1 Each of the Company and each Company Subsidiary its Subsidiaries is in compliance in all material respects with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, workers’ compensation, employment permits and immigration, occupational safety, plant closings, and wages and hours. None of Neither the Company or nor any Company Subsidiary of its Subsidiaries is liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the ordinary normal course of business and consistent with past practice). None of Neither the Company or nor any Company Subsidiary of its Subsidiaries is a party to any collective bargaining or other labor union contract applicable to persons employed by the Company or any Company Subsidiaryof its Subsidiaries, and no collective bargaining agreement or other labor union contract is being negotiated by the Company or any Company Subsidiaryof its Subsidiaries. There is no labor dispute, strike, slowdown or work stoppage against the Company or any Company Subsidiary of its Subsidiaries pending or, to the knowledge of the Company’s knowledge, threatened that would reasonably be expected to have a Company Material Adverse Effect. No labor union or similar organization has otherwise been certified to represent any persons employed by between the Company or any of its Subsidiaries and any of their respective employees, and neither the Company Subsidiary nor any of its Subsidiaries has experienced any such labor dispute, strike, slowdown or to work stoppage within the past three years. Neither the Company’s knowledge , any of its Subsidiaries nor their respective representatives or employees has applied to represent such employees committed any unfair labor practices in connection with the operation of the business of the Company or is attempting to organize so as to represent such employees. There any of its Subsidiaries, and there is no charge or complaint against the Company or any Company Subsidiary of its Subsidiaries by the National Labor Relations Board or any comparable state or foreign agency pending or, to the knowledge of the Company’s knowledge, threatened, except where such charge or complaint would not, individually or in . No Subsidiary has effected any redundancies within the aggregate, reasonably be expected to have a Company Material Adverse Effectpast three (3) years. None of Neither the Company or nor any Company Subsidiary of its Subsidiaries is materially delinquent in payments to any of its their respective employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for itit or amounts required to be reimbursed to such employees. To The Company and each of its Subsidiaries has withheld all amounts required by Law or by agreement to be withheld from the wages, salaries, and other payments to employees, and is not liable for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing. There are no pending claims against the Company or any of its Subsidiaries under any workers’ compensation plan or policy or for long term disability. There is no charge of discrimination in employment or employment practices, for any reason, including age, gender, race, religion or other legally protected category, which has been asserted or is not pending or threatened before the United States Equal Opportunity Commission, or any other Governmental Entity in any jurisdiction in which the Company or any of its Subsidiaries has employed or currently employs any person. Each independent contractor of the Company and each of its Subsidiaries has been properly classified as an independent contractor for the purposes of Tax Laws, Laws applicable to employee benefits and other applicable Laws. Each of the employees of the Company and/or its Subsidiaries has been properly classified as either an exempt or a non-exempt employee for the purposes of all applicable Laws and all employees of the Company and its Subsidiaries have received the pay to which they are entitled to received under applicable Laws. There are no controversies pending or, to the knowledge of the Company’s knowledge, there are no material controversies pending or threatened, between the Company or any Company Subsidiary of its Subsidiaries and any of their respective current or former employees, which controversies have or could reasonably be expected to result in action, suit, proceeding, claim, arbitration or investigation before any Governmental Entity. To the Company’s knowledge, no employee of the Company or any Company Subsidiary of its Subsidiaries is in any material respect in violation of any term of any employment contract, non-disclosure agreement, non-competition agreement noncompetition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or such Company Subsidiary any of its Subsidiaries because of the nature of the business conducted or presently proposed by the Company to be conducted by it or to the use of trade secrets or proprietary information of others. To the Company’s knowledge, no executive officer or key No employee of the Company or any Company Subsidiary of its Subsidiaries has given notice notice, nor is the Company otherwise aware, that such executive officer or key employee intends to terminate his or her employment with the Company or such Company the respective Subsidiary.

Labor and Other Employment Matters. Section 3.11.1 Each (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, (i) no work stoppage, slowdown, lockout, labor strike, material arbitration or other material labor dispute against Parent or any of the Company its Subsidiaries by employees is pending or threatened, (ii) neither Parent nor any of its Subsidiaries is delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it or amounts required to be reimbursed to such employees, (iii) Parent and each Company Subsidiary is of its Subsidiaries are in compliance in all material respects with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety, plant closings, and wages wage and hours. None , (iv) Parent and each of its Subsidiaries has withheld all amounts required by Law or by agreement to be withheld from the wages, salaries, and other payments to employees and is not liable for any arrears of wages or any Taxes or any penalty for failure to comply with any of the Company or foregoing, (v) neither Parent nor any Company Subsidiary of its Subsidiaries is liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the ordinary course of business and consistent with past practice). None of the Company , (vi) there are no material pending claims against Parent or any Company Subsidiary is a party to any collective bargaining or other labor union contract applicable to persons employed by the Company or any Company Subsidiary, and no collective bargaining agreement or other labor union contract is being negotiated by the Company or any Company Subsidiary. There is no labor dispute, strike, slowdown or work stoppage against the Company or any Company Subsidiary pending or, to the Company’s knowledge, threatened that would reasonably be expected to have a Company Material Adverse Effect. No labor union or similar organization has otherwise been certified to represent any persons employed by the Company or any Company Subsidiary or to the Company’s knowledge has applied to represent such employees or is attempting to organize so as to represent such employees. There is no charge or complaint against the Company or any Company Subsidiary by the National Labor Relations Board or any comparable state or foreign agency pending or, to the Company’s knowledge, threatened, except where such charge or complaint would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. None of the Company or any Company Subsidiary is materially delinquent in payments to any of its employees Subsidiaries under any workers’ compensation plan or policy or for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it. To the Company’s knowledge, long term disability and (vii) there are no material controversies pending or or, to the knowledge of Parent, threatened, between the Company Parent or any Company Subsidiary of its Subsidiaries and any of their respective current or former employees, which controversies have or could reasonably be expected to result in an action, suit, proceeding, claim, arbitration or investigation before any Governmental Entity. To the CompanyParent’s knowledge, no employee as of the Company date hereof, no employees of Parent or any Company Subsidiary is of its Subsidiaries are in any material respect in violation of any term of any employment contractContract, non-disclosure agreement, non-competition agreement noncompetition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company Parent or such Company Subsidiary any of its Subsidiaries because of the nature of the business conducted or presently proposed by the Company to be conducted by it Parent or such Subsidiary or to the use of trade secrets or proprietary information of others. To As of the Company’s knowledgedate hereof, no executive officer or key employee of the Company Parent or any Company Subsidiary of its Subsidiaries, at the officer level or above, has given notice to Parent or any of its Subsidiaries that any such executive officer or key employee intends to terminate his or her employment with the Company Parent or such Company Subsidiaryany of its Subsidiaries.

Labor and Other Employment Matters. Section 3.11.1 Each (i) As of the Company date hereof, except as would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on Biogen, (a) no work stoppage, slowdown, lockout, labor strike, material arbitrations or other material labor disputes against Biogen or any of its Subsidiaries are pending or, to the Knowledge of Biogen, threatened, (b) no unfair labor practice charges, grievances or complaints are pending or, to the Knowledge of Biogen, threatened against Biogen or any of its Subsidiaries, (c) neither Biogen nor any of its Subsidiaries is delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it or amounts required to be reimbursed to such employees, (d) Biogen and each Company Subsidiary is of its Subsidiaries are in compliance in all material respects with all applicable Applicable Laws respecting labor, labor and employment, fair employment practicesincluding, but not limited to, terms and conditions of employment, workers’ ' compensation, occupational safetysafety and health requirements, plant closings, and wages and hours. None , employment discrimination, disability rights or benefits, equal opportunity, affirmative action, employee benefits, severance payments, labor relations, employee leave issues and unemployment insurance and related matters, (e) there are no complaints, charges or claims against Biogen or any of its Subsidiaries pending with or, to the Knowledge of Biogen, threatened by any Governmental Entity or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment of any employees by Biogen and or any of its Subsidiaries, other than those occurring in the ordinary course of business, such as claims for workers' compensation or unemployment benefits, (f) Biogen and each of its Subsidiaries have withheld all amounts required by Applicable Law to be withheld from the wages, salaries, and other payments to employees, and is not liable for any arrears of wages or any Taxes (as defined in Section 3.1(j)(xi)) or any penalty for failure to comply with any of the Company or foregoing, (g) neither Biogen nor any Company Subsidiary of its Subsidiaries is liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the ordinary course of business and consistent with past practice). None , (h) no employee of the Company Biogen or any Company Subsidiary is a party to any collective bargaining or other labor union contract applicable to persons employed by the Company or any Company Subsidiary, and no collective bargaining agreement or other labor union contract is being negotiated by the Company or any Company Subsidiary. There is no labor dispute, strike, slowdown or work stoppage against the Company or any Company Subsidiary pending or, to the Company’s knowledge, threatened that would reasonably be expected to have a Company Material Adverse Effect. No labor union or similar organization has otherwise been certified to represent any persons employed by the Company or any Company Subsidiary or to the Company’s knowledge has applied to represent such employees or is attempting to organize so as to represent such employees. There is no charge or complaint against the Company or any Company Subsidiary by the National Labor Relations Board or any comparable state or foreign agency pending or, to the Company’s knowledge, threatened, except where such charge or complaint would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. None of the Company or any Company Subsidiary is materially delinquent in payments to any of its employees for any wagesSubsidiaries, salariesat the officer level or above, commissions, bonuses or other direct compensation for any services performed for it. To the Company’s knowledge, there are no material controversies pending or threatened, between the Company has given notice to Biogen or any Company Subsidiary and of its Subsidiaries that any such employee intends to terminate his or her employment with Biogen or any of their current or former employeesits Subsidiaries, which controversies have or could reasonably be expected and (i) to result in action, suit, proceeding, claim, arbitration or investigation before any Governmental Entity. To the Company’s knowledgeKnowledge of Biogen, no employee of the Company Biogen or any Company Subsidiary of its Subsidiaries is in any material respect in violation of any term of any employment contract, non-disclosure agreement, non-competition agreement noncompetition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company Biogen or such Company Subsidiary any of its Subsidiaries because of the nature of the business conducted or presently proposed by the Company to be conducted by it Biogen or any of its Subsidiaries or to the use of trade secrets or proprietary information of others. To the Company’s knowledge, no executive officer or key employee of the Company or any Company Subsidiary has given notice that such executive officer or key employee intends to terminate his or her employment with the Company or such Company Subsidiary.