Common use of Labor Matters Clause in Contracts

Labor Matters. Except as set forth in Section 4.14 of the Disclosure Letter: (a) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization; nor is any application for certification with respect to a union-organizing campaign outstanding; nor has any request for recognition by a labor union or labor organization been made to any of the Acquired Companies or to any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (b) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases is the subject of any Legal Proceeding asserting that any of the Acquired Companies or such third parties has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; (c) there is no strike, work stoppage or other labor dispute involving any of the Acquired Companies, affecting any of the Properties or Space Leases pending or, to the knowledge of the Company Parties, threatened; (d) no complaint, charge or Legal Proceeding by or before any Governmental Body brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of its employees is pending or threatened against any of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (e) no grievance is pending or, to the knowledge of the Company Parties, threatened against any of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; and (f) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body relating to employees or employment practices. Except as set forth in Section 4.14 of the Disclosure Letter, there are no grants or subsidies from any Governmental Body to any Acquired Company related to employment, employee training and/or employment practices that are subject to any repayment obligation on the part of any Acquired Company.

Labor Matters. Except as As of the date of this Agreement: (i) set forth in Section 4.14 of the Disclosure Letter: (a5.1(o)(i) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization; nor is any application for certification with respect to a union-organizing campaign outstanding; nor has any request for recognition by a labor union or labor organization been made to any of the Acquired Companies or to any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (b) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases is the subject of any Legal Proceeding asserting that any of the Acquired Companies or such third parties has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; (c) there is no strike, work stoppage or other labor dispute involving any of the Acquired Companies, affecting any of the Properties or Space Leases pending or, to the knowledge of the Company Parties, threatened; (d) no complaint, charge Disclosure Letter is a listing of each of the collective bargaining agreements or Legal Proceeding by other material contracts or before agreements with any Governmental Body brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of its employees is pending to which the Company or threatened against any of its Subsidiary is a party; any such agreement or contract or contract that covers more than one state is specifically identified as such in Section 5.1(o) of the Acquired Companies Company Disclosure Letter; the Company and its Subsidiaries are in compliance with each of such the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any third of its Subsidiaries is a party which manages except those failures to comply that are not, individually or operates any in the aggregate, reasonably likely to have a Company Material Adverse Effect; the Company has made available to Parent a listing of the Properties number of employees of the Company covered by each of such agreements and their classifications thereunder (including the location for classifications that are not Company-wide) organized by Subsidiary; (ii) there is no unfair labor practice charge filed with the National Labor Relations Board or Space Leases with respect to the employees at such Properties or Space Leases; (e) no grievance is complaint pending or, to the knowledge Knowledge of the Company, threatened, with regard to employees of the Company Partiesor any of its Subsidiaries, except those complaints that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (iii) there is no labor strike, material slowdown, material work stoppage or other material labor controversy in effect or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries; (iv) except as disclosed in the Acquired Companies Company Reports filed with the SEC prior to the date of this Agreement, no union certification or decertification petition has been filed (with service of process having been made on the Company or any third party which manages of its Subsidiaries), or, to the Knowledge of the Company, threatened (or operates pending without service of process having been made on the Company or any of its Subsidiaries), that relates to employees of the Properties Company or Space Leases with respect any of its Subsidiaries and, to the employees at such Properties or Space Leases; and (f) none Knowledge of the Acquired Companies Company, no union authorization campaign has been conducted, within the past 12 months; (v) Section 5.1(o)(v) of the Company Disclosure Letter sets forth all grievance proceedings pending before the National Grievance Committee and, except as set forth in Section 5.1(o)(v) of the Company Disclosure Letter, no grievance proceeding or arbitration proceeding arising out of or under any collective bargaining agreement is pending (with service of process having been made on the Company or any third party which manages of its Subsidiaries), or, to the Knowledge of the Company, threatened (or operates pending without service of process having been made on the Company or any of its Affiliates), against the Properties Company or Space Leases with respect any of its Subsidiaries related to any of their employees except those proceedings that are not, individually or in the employees at such Properties or Space Leasesaggregate, are reasonably likely to have a Company Material Adverse Effect; (vi) neither the Company nor any of its Subsidiaries is a party to, or is otherwise bound by, any consent decree with, or citation by, with any Governmental Body Entity relating to employees or employment practices. Except as set forth in Section 4.14 practices of the Disclosure LetterCompany or any of its Subsidiaries except those consent decrees that are not, there are no grants individually or subsidies from any Governmental Body in the aggregate, reasonably likely to any Acquired have a Company related Material Adverse Effect; and (vii) the Company and each of its Subsidiaries is in compliance with all applicable agreements, contracts and policies relating to employment, employee training and/or employment practices practices, wages, hours and terms and conditions of employment of the employees except those failures to comply that are subject not, individually or in the aggregate, reasonably likely to any repayment obligation on have a Company Material Adverse Effect. Solely for purposes of this subsection (o), clause (C) of the part definition of any Acquired Company“Company Material Adverse Effect” shall not apply.

Labor Matters. Except to the extent imposed or implied by applicable foreign Law, as set forth in Section 4.14 of the Disclosure Letter: (a) none of date hereof, neither the Acquired Companies or any third party which manages or operates Company nor any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are its Subsidiaries is a party to, or bound by, any collective bargaining agreement, contract agreement (or other similar agreement or understanding arrangement in any foreign country) with employees, a labor union or labor organization; nor is any application . Except for certification such matters which have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, (a) as of the date hereof, (i) there are no strikes or lockouts with respect to a union-organizing campaign outstanding; nor has any request for recognition by a labor union employees of the Company or labor organization been made to any of its Subsidiaries, and, (ii) to the Acquired Companies knowledge of the Company, there is no union organizing effort pending or to any third party which manages threatened against the Company or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leasesits Subsidiaries; (b) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases is the subject of any Legal Proceeding asserting that any of the Acquired Companies or such third parties has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; (c) there is no strikeunfair labor practice, work stoppage or other labor dispute involving any of the Acquired Companies, affecting any of the Properties (other than routine individual grievances) or Space Leases labor arbitration proceeding pending or, to the knowledge of the Company, threatened against the Company Partiesor any of its Subsidiaries, threatenednor are there any material industrial or trade disputes or negotiations regarding a claim with any trade union, group or organization of employees or their representatives representing employees or workers; (dc) there is no complaintslowdown, charge or Legal Proceeding by or before any Governmental Body brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of its employees is pending or threatened against any of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (e) no grievance is pending work stoppage in effect or, to the knowledge of the Company PartiesCompany, threatened against any of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to any employees of the employees at such Properties Company or Space Leasesany of its Subsidiaries; and (fd) none the Company and its Subsidiaries are in compliance with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and wages and hours, (iii) unfair labor practices, and (iv) the Acquired Rights Directive and or any similar international, foreign, national, state or local law, and any information and consultation or similar obligation . Neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”) or, to the knowledge of the Company, any similar international, foreign, national, state or local law, including without limitation the Acquired Companies Rights Directive and collective dismissal laws, as a result of any action taken or any third party which manages or operates any of the Properties or Space Leases with respect being contemplated to be taken prior to the employees at such Properties or Space Leases, are a party toEffective Time by the Company that have had, or otherwise bound bywould reasonably be expected to have, any consent decree withindividually or in the aggregate, or citation by, any Governmental Body relating to employees or employment practicesa Material Adverse Effect on the Company. Except as set forth has not had, and would not reasonably be expected to have, individually or in Section 4.14 of the Disclosure Letteraggregate, there are no grants or subsidies from any Governmental Body to any Acquired Company related to employment, employee training and/or employment practices that are subject to any repayment obligation a Material Adverse Effect on the part Company, neither the Company nor any of its Subsidiaries has incurred any actual or contingent liability in connection with any termination of employment of its employees (including redundancy payments) or for failure to comply with any order for the reinstatement or re-engagement of any Acquired Companyemployee and neither the Company nor any of its Subsidiaries has incurred any liability for failure to provide information or to consult with employees under any employment Laws. Neither the Company nor any of its Subsidiaries has established a European Works Council.

Labor Matters. Except as set forth in Section 4.14 (i) To the knowledge of the Disclosure Letter: (a) none Company, there is no organizational effort currently being made or threatened on behalf of any labor organization to organize the employees of the Acquired Companies Company or any third party which manages or operates of its Subsidiaries, nor a demand for recognition of any of the Properties employees of the Company or Space Leases any of its Subsidiaries on behalf of any labor organization within the last two (2) years; nor is the Company or any of its Subsidiaries the subject of any material proceeding asserting that the Company or any of its Subsidiaries has committed an unfair labor practice within the meaning of the National Labor Relations Act or seeking to compel it to bargain with respect any labor organization; nor is there pending or, to the employees at such Properties knowledge of the Company, threatened, nor has there been for the past two (2) years, any labor strike, picketing, walk-out, work stoppage or Space Leaseslockout involving the Company or any of its Subsidiaries. Neither the Company nor any Subsidiary is presently, are nor has been in the past a party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization; nor is any application for certification contract with respect to Employees, and no such agreement or contract is currently being negotiated. The consummation of the Merger and the other transactions contemplated by this Agreement will not entitle any third party (including any labor organization) to any payments under any collective bargaining agreement or union contract with respect to Employees to which the Company or any of its Subsidiaries is a union-organizing campaign outstandingparty or by which any of them are otherwise bound. (ii) The Company and its Subsidiaries (i) are in compliance in all material respects with all applicable federal, state and local laws, rules and regulations (domestic and foreign) respecting employment, overtime pay and wages and hours, in each case, with respect to their employees; nor has (ii) have withheld all material amounts required by law or by agreement to be withheld from the wages, salaries and other payment to their employees; and (iii) are not liable for or in arrears with respect to material wages or any request material taxes or any penalty for recognition by a labor union or labor organization been made failure to comply with any of the Acquired Companies or to any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (b) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases is the subject of any Legal Proceeding asserting that any of the Acquired Companies or such third parties has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; (c) there is no strikeforegoing except, work stoppage or other labor dispute involving any of the Acquired Companies, affecting any of the Properties or Space Leases pending orin each case, to the knowledge of extent as is not reasonably likely to have a Company Material Adverse Effect. (iii) Neither the Company Parties, threatened; (d) no complaint, charge or Legal Proceeding by or before nor any Governmental Body brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of its employees is pending Subsidiaries has classified any individual as an “independent contractor” or threatened against any similar status who, according to a Benefit Plan or applicable law, should have been classified as an employee or of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (e) no grievance is pending or, to the knowledge of the Company Parties, threatened against any of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; and (f) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body relating to employees or employment practices. Except as set forth in Section 4.14 of the Disclosure Letter, there are no grants or subsidies from any Governmental Body to any Acquired Company related to employment, employee training and/or employment practices that are subject to any repayment obligation on the part of any Acquired Companysimilar status.

Labor Matters. Except as set forth in Section 4.14 4.18 of the Disclosure Letter: (a) none of the Acquired Companies or, to the knowledge of the Acquired Companies, the Minority JV Entities or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization; nor is any application for certification with respect to a union-organizing campaign outstanding; nor has any request for recognition by a labor union or labor organization been made to any of the Acquired Companies or, to the knowledge of the Acquired Companies, to the Minority JV Entities or to any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (b) none of the Acquired Companies and, to the knowledge of the Acquired Companies, the Minority JV Entities or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases is the subject of any Legal Proceeding asserting that any of the Acquired Companies Companies, the Minority JV Entities or such third parties has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; (c) there is no strike, work stoppage or other labor dispute involving any of the Acquired Companies, affecting any of the Properties or Space Leases or, to the knowledge of the Acquired Companies, involving any of the Minority JV Entities, pending or, to the knowledge of the Company PartiesAcquired Companies, threatened; (d) no complaint, charge or Legal Proceeding by or before any Governmental Body brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of its employees is pending or threatened against any of the Acquired Companies or, to the knowledge of the Acquired Companies, against the Minority JV Entities or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (e) no grievance is pending or, to the knowledge of the Company PartiesAcquired Companies, threatened against any of the Acquired Companies or, to the knowledge of the Acquired Companies, the Minority JV Entities or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; and (f) none of the Acquired Companies or, to the knowledge of the Acquired Companies, the Minority JV Entities or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body relating to employees or employment practices. Except as set forth in Section 4.14 4.18 of the Disclosure Letter, there are no grants or subsidies from any Governmental Body to any Acquired Company or, to the knowledge of the Acquired Companies, any Minority JV Entity, related to employment, employee training and/or employment practices that are subject to any repayment obligation on the part of any Acquired Company.

Labor Matters. (i) Except as set forth in Section 4.14 of disclosed on Schedule 4(t): (A) neither the Disclosure Letter: (a) none of the Acquired Companies Company nor any Subsidiary is a party to any labor or any third party which manages or operates any of the Properties or Space Leases collective bargaining agreement with respect to its employees; no employees of the employees at such Properties Company or Space Leases, any of its Subsidiaries are party to, or bound by, represented by any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization; nor is no labor organization or group of employees of the Company or any application for certification with respect to of its Subsidiaries has made a union-organizing campaign outstanding; nor has any request pending demand for recognition by a labor union or labor organization been made certification to the Company or any of its Subsidiaries; and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to the Acquired Companies knowledge of the Company, threatened, to be brought or to any third party which manages filed with the National Labor Relations Board or operates other labor relations tribunal involving the Company or any of the Properties its Subsidiaries; (B) there are no strikes, lockouts, work stoppages or Space Leases with respect slowdowns pending or, to the employees at such Properties or Space Leases; (b) none knowledge of the Acquired Companies Company, threatened against or involving the Company or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases is the subject of any Legal Proceeding asserting that any of the Acquired Companies or such third parties has committed an its Subsidiaries; (C) there are no unfair labor practice charges, arbitrations or seeking grievances pending or threatened in writing against or involving the Company or any of its Subsidiaries relating to compel it to bargain with the employment or termination of employment of any labor organization as to wages individual by the Company or conditions any of employment; its Subsidiaries; (cD) there is are no strikecomplaints, work stoppage charges or other labor dispute involving claims against the Company or any of the Acquired Companies, affecting any of the Properties or Space Leases its Subsidiaries pending or, to the knowledge of the Company Partiesor any of its Subsidiaries, threatened; (d) no complaint, charge threatened in writing to be brought or Legal Proceeding by or before filed with any Governmental Body brought Entity based on or arising out of the employment by or on behalf the Company of any employee, prospective employee, former employee, retiree, labor organization or other representative ; (E) the Company and each of its employees Subsidiaries is pending or threatened against any of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases in compliance in all material respects with respect all laws relating to the employees at employment of labor, including all such Properties or Space LeasesLaws relating to wages, hours, collective bargaining, discrimination, civil rights, safety and health, workers' compensation and the collection and payment of withholding and/or Social Security Taxes and similar Taxes; and (e) no grievance is pending or, to the knowledge of the Company Parties, threatened against any of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; and (fF) none of the Acquired Companies Company or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are its Subsidiaries is a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body Entity relating to employees or employment practices. Except as set forth in Section 4.14 of the Disclosure Letter, there are no grants or subsidies from any Governmental Body to any Acquired Company related to employment, employee training and/or employment practices that are subject to any repayment obligation on the part of any Acquired Company.

Labor Matters. Except as set forth in Section 4.14 of the Disclosure Letter: (a) none As of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leasesdate hereof, are party to(i) no work stoppage, or bound byslowdown, any collective bargaining agreementlockout, contract or other agreement or understanding with a labor union or labor organization; nor is any application for certification with respect to a union-organizing campaign outstanding; nor has any request for recognition by a labor union or labor organization been made to any of the Acquired Companies or to any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (b) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases is the subject of any Legal Proceeding asserting that any of the Acquired Companies or such third parties has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; (c) there is no strike, work stoppage arbitration or other labor dispute involving against the Company or any of the Acquired Companies, affecting any of the Properties or Space Leases pending or, to the knowledge of the Company Parties, threatened; (d) no complaint, charge or Legal Proceeding by or before any Governmental Body brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of its employees is pending or threatened against any of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (e) no grievance Subsidiaries is pending or, to the knowledge of the Company PartiesCompany, threatened, (ii) no unfair labor practice charges, material grievances or complaints are pending or, to the knowledge of the Company, threatened against the Company or any of the Acquired Companies or any third party which manages or operates Subsidiaries, (iii) neither the Company nor any of the Properties Subsidiaries is delinquent in any material respect in payments to any of its employees for any wages, salaries, commissions, bonuses or Space Leases other direct compensation for any services performed for it or amounts required to be reimbursed to such employees, (iv) neither the Company nor any of the Subsidiaries is liable for any payment to any trust or other fund or to any Governmental Body with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the employees at such Properties or Space Leases; and ordinary course of business consistent with past practice), (fv) none no employee of the Acquired Companies Company or any third party which manages or operates any of the Properties Subsidiaries, at the executive officer level or Space Leases with respect above, has given notice to the employees at Company or any of the Subsidiaries that any such Properties employee intends to terminate his or Space Leasesher employment with the Company or any of the Subsidiaries, are (vi) to the knowledge of the Company, no employee of the Company or any of the Subsidiaries is in any respect in violation of any term of any (A) employment contract where such failure would be reasonably likely to have a Company Material Adverse Effect, (B) nondisclosure agreement, (C) common law nondisclosure obligations, (D) non-competition agreement, or (E) any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or any of the Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Company or any of the Subsidiaries or to the use of trade secrets or proprietary information of others, (vii) neither the Company nor any of the Subsidiaries is a party to, or otherwise bound by, any consent decree with, or citation by, with any Governmental Body relating to employees or employment practices. ; (viii) the Company and each of the Subsidiaries are in material compliance with all applicable Law respecting labor and employment, including terms and conditions of employment, workers’ compensation, occupational safety and health requirements, immigration, plant closings and layoffs, wages and hours, 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; and (ix) there are no complaints, charges or claims against the Company or any of the Subsidiaries pending with or, to the knowledge of the Company, 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 the Company and or any of the Subsidiaries. (b) The execution of this Agreement and the Tender and Voting Agreement, and the consummation of the transactions contemplated hereby and thereby will not result in a material breach or other violation of any collective bargaining agreement or any other employment contract to which the Company or any of the Subsidiaries is a party. (c) Except as set forth in Section 4.14 Schedule 3.27 of the Company Disclosure Letter, as of the date hereof, (i) neither the Company nor any of the Subsidiaries is a party to, or otherwise bound by, any collective bargaining agreement or any other agreement with a labor union, labor organization or works council, nor are any such agreements presently being negotiated; (ii) none of the employees of the Company or any of the Subsidiaries is represented by any labor union, labor organization or works council in their capacities as employees of the Company or any of the Subsidiaries; (iii) no labor union, labor organization or works council or group of employees of the Company or any of the Subsidiaries has made a pending demand for recognition or certification to the Company or any of the Subsidiaries, and there are no grants representation or subsidies from certification proceedings or petitions seeking a representation proceeding presently pending or, to the knowledge of the Company, threatened in writing to be brought or filed with the National Labor Relations Board or any Governmental Body other labor relations tribunal or authority; or (iv) to the knowledge of the Company, no labor union, labor organization or works council is seeking to organize any Acquired employees of the Company related to employment, employee training and/or employment practices that are subject to or any repayment obligation on of the part of any Acquired CompanySubsidiaries.

Labor Matters. (a) Except as set forth in on Section 4.14 4.14(a) of the Company Disclosure Letter: , (ai) none of the Acquired Companies employees of the Company or any third party which manages of its Significant Subsidiaries is represented in his or operates any her capacity as an employee of the Properties Company or Space Leases with respect to any Significant Subsidiary by any union or other labor organization, and (ii) neither the employees at such Properties Company nor any Significant Subsidiary is, or Space Leaseshas been during the two (2) year period preceding the date of this Agreement, are a party to, or bound by, or subject to, any collective bargaining agreement, contract agreement or other similar agreement or understanding with a labor any union or other labor organization; nor is any application for certification . Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, as of the date of this Agreement, (i) there are no, and have not been during the two (2)-year period preceding the date of this Agreement any, strikes, lockouts, concerted slowdowns, or work stoppages in effect with respect to a union-organizing campaign outstanding; nor has any request for recognition by a labor union employees of the Company or labor organization been made to any of its Significant Subsidiaries, (ii) to the Acquired Companies Knowledge of the Company, there is no, and has not been during the two (2) year period preceding the date of this Agreement, any, formal union organizing effort pending against the Company or to any third party which manages or operates any of its Significant Subsidiaries, and (iii) there is no, and has not been during the Properties or Space Leases with respect to two (2) year period preceding the employees at such Properties or Space Leases; (b) none date of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases is the subject of any Legal Proceeding asserting that any of the Acquired Companies or such third parties has committed an this Agreement, any, unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; (c) there is no strikecharge, work stoppage or other labor dispute involving any of the Acquired Companies, affecting any of the Properties (other than routine grievances) or Space Leases labor arbitration proceeding pending or, to the knowledge Knowledge of the Company, threatened against the Company or any of its Significant Subsidiaries. Neither the Company nor any of its Significant Subsidiaries has a requirement to bargain with any union or other labor organization. The Company and its Significant Subsidiaries have satisfied, in all material respects, any legal or contractual requirement to obtain consent from, or enter into any consultation procedure with, any labor or trade union, works council or other employee representative body to enter into this Agreement or to consummate any of the transactions contemplated hereby. (b) Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Significant Subsidiaries has received written notice during the past two (2) years of the intent of any Governmental Entity responsible for the enforcement of labor, employment, occupational health and safety or workplace safety and insurance/workers compensation laws to conduct an investigation of the Company Parties, threatened; (d) no complaint, charge or Legal Proceeding by or before any Governmental Body brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of its employees is pending or threatened against any of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases Significant Subsidiaries with respect to such matters and, to the Knowledge of the Company, no such investigation is in progress or threatened. Except for such non-compliance as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each of its Significant Subsidiaries are, and during the three (3) year period preceding the date of this Agreement have been, in compliance with all applicable Laws in respect of employment and employment practices, including terms and conditions of employment, wages and hours, Fair Labor Standards Act exempt/non-exempt classifications, and occupational safety and health, and classifications of service providers as employees at such Properties and/or independent contractors. Except as would not have or Space Leases; (e) reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no grievance is employment-related Actions pending or, to the knowledge Knowledge of the Company, threatened against the Company or any of its Significant Subsidiaries. (c) Neither the Company nor any of its Significant Subsidiaries has any liability under the Worker Adjustment and Retraining Notification Act of 1988 or any similar state, local or other applicable laws related to plant closings, relocations, mass layoffs and employment losses as a result of any action taken by the Company or any of its Significant Subsidiaries that would have, individually or in the aggregate, a Company Material Adverse Effect. (d) Except as would not be material to the Company or any of its Significant Subsidiaries, from January 1, 2022, to the Knowledge of the Company, (i) no allegations of sexual harassment or other sexual misconduct or race discrimination have been made by any current or former employee or independent contractor of the Company Parties, threatened or any of its Significant Subsidiaries against any employee of the Acquired Companies Company or its Significant Subsidiaries with the title of senior vice president or above through any third party which manages or operates any of formal human resources communication channels at the Properties or Space Leases with respect to the employees at such Properties or Space Leases; and Company (fincluding an anonymous employee hotline, if any), (ii) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body relating to employees or employment practices. Except as set forth in Section 4.14 of the Disclosure Letter, there are no grants actions, suits, investigations or subsidies from any Governmental Body proceedings pending or threatened in writing related to any Acquired allegations made by any current or former employee or independent contractor of the Company or any of its Significant Subsidiaries of sexual harassment or other sexual misconduct or race discrimination against any employee of the Company or its Significant Subsidiaries with the title of senior vice president or above and (iii) neither the Company nor any of its Significant Subsidiaries have entered into any settlement agreements related to employment, allegations of sexual harassment or other sexual misconduct or race discrimination made by any current or former employee training and/or employment practices that are subject to or independent contractor of the Company or any repayment obligation on of its Significant Subsidiaries against any employee of the part Company with the title of any Acquired Companysenior vice president or above.

Labor Matters. Except as set forth in Section 4.14 of Neither the Disclosure Letter: (a) none of the Acquired Companies or any third party which manages or operates Company nor any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are its Subsidiaries is party to, or bound by, any or in the process of negotiating a collective bargaining agreement, contract work rules or other practices or similar labor-related agreement with any labor union, labor organization or understanding with works council. Except for such matters which have not had or would not reasonably be expected to have, individually or in the aggregate, a labor union Company Material Adverse Effect, (i) as of the date hereof, there are no pending strikes or labor organization; nor is any application for certification lockouts with respect to a union-organizing campaign outstanding; nor has any request for recognition by a labor union employees of the Company or labor organization been made to any of its Subsidiaries (“Employees”), (ii) to the Acquired Companies Knowledge of the Company, as of the date hereof, there is no union organizing effort pending or to any third party which manages threatened against the Company or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; its Subsidiaries, (b) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases is the subject of any Legal Proceeding asserting that any of the Acquired Companies or such third parties has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; (ciii) there is no strikeunfair labor practice, work stoppage or other labor dispute involving any of the Acquired Companies, affecting any of the Properties or Space Leases labor arbitration proceeding pending or, to the knowledge Company’s Knowledge, threatened against the Company or any of its Subsidiaries, (iv) as of the Company Partiesdate hereof, threatened; (d) there is no complaintslowdown, charge or Legal Proceeding by or before any Governmental Body brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of its employees is pending or threatened against any of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (e) no grievance is work stoppage pending or, to the knowledge of the Company PartiesCompany’s Knowledge, threatened against any of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; Employees, and (fv) none the Company and its Subsidiaries are in compliance with all applicable Laws respecting employment and employment practices, terms and conditions of employment and wages and hours and unfair labor practices. Except for such matters which have not had or would not reasonably be expected to have, individually or in the Acquired Companies aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Act of 1998. Except for such matters which have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each individual who renders or has rendered services to the Company or any third party which manages of its Subsidiaries and who is not or operates has not been classified by the Company or any of its Subsidiaries as an employee and paid on one of their respective payrolls has, to the Properties Company’s Knowledge, at all times been properly characterized as to his or Space Leases her relationship to the Company or any of its Subsidiaries to the extent that any erroneous classification would not reasonably be anticipated to result in the failure to satisfy any qualification requirement with respect to any Company Benefit Plan, a violation of ERISA, the employees at such Properties imposition of penalties or Space Leases, are a party toexcise taxes with respect to any Company Benefit Plan, or otherwise bound by, result in any consent decree with, other liability to the Company or citation by, any Governmental Body relating to employees or employment practices. Except as set forth in Section 4.14 of the Disclosure Letter, there are no grants or subsidies from any Governmental Body to any Acquired Company related to employment, employee training and/or employment practices that are subject to any repayment obligation on the part of any Acquired Companyits Subsidiaries.

Labor Matters. Except as set forth in Section 4.14 of the Disclosure Letter: (a) none of the Acquired Companies or any third party which manages or operates Neither Discovery nor any of the Properties or Space Leases with respect its Subsidiaries is (i) a party to the employees at such Properties or Space Leases, are party to, or bound by, any collective bargaining agreement, shop agreement, group shop agreement, shop policy, collective agreement, recognition agreement or other labor or trade union contract or other agreement (ii) a member of any employer’s association related to organized labor, in each case, applicable to persons employed by Discovery or understanding with a labor union or labor organization; nor is any application for certification with respect to a union-organizing campaign outstanding; nor has any request for recognition by a labor union or labor organization been made to any of its Subsidiaries in connection with the Acquired Companies or to any third party which manages or operates any operation of the Properties FoundryCo Assets or Space Leases with respect the Transferred FoundryCo Subsidiaries, and to the employees at such Properties knowledge of Discovery, currently there are no organizational campaigns, petitions, negotiations or Space Leasesother unionization activities seeking recognition of a collective bargaining unit, labor union, trade union, works council or other employee representative body which could affect the operation of the FoundryCo Assets or the Transferred FoundryCo Subsidiaries; (b) none there are no controversies, strikes, slowdowns or work stoppages pending or, to the best knowledge of Discovery, threatened between Discovery or any of its Subsidiaries and any of employees employed in connection with the operation of the Acquired Companies FoundryCo Assets or any third party which manages or operates the Transferred FoundryCo Subsidiaries, and neither Discovery nor any of its Subsidiaries has experienced any such controversy, strike, slowdown or work stoppage within the Properties or Space Leases with respect to the employees at such Properties or Space Leases is the subject of any Legal Proceeding asserting that any of the Acquired Companies or such third parties has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employmentpast three (3) years; (c) neither Discovery has nor any of its Subsidiaries breached in any material respect or otherwise failed to comply in all material respects with the provisions of any collective bargaining, collective agreement or union contract, and there are no material grievances outstanding against Discovery under any such agreement or contract; (d) the consent, notice or opinion of any employee representative body applicable to persons employed by Discovery or any of its Subsidiaries in connection with the operation of the FoundryCo Assets or the Transferred FoundryCo Subsidiaries is not required to consummate any of the transactions contemplated by this Agreement; (e) there are no material unfair labor practice complaints pending against Discovery or any of its Subsidiaries before the National Labor Relations Board or any other Governmental Authority or any material current union representation questions involving employees of Discovery or any of its Subsidiaries; (f) Discovery and each of its Subsidiaries is currently in compliance in all material respects with all applicable Laws relating to the employment of labor, including those related to wages, social security, hours, collective bargaining and the payment and withholding of taxes, social security, and other sums as required by the appropriate Governmental Authority and has withheld and paid to the appropriate Governmental Authority or is holding for payment not yet due to such Governmental Authority all amounts required to be withheld from employees of Discovery in connection with the operation of the FoundryCo Assets or the Transferred FoundryCo Subsidiaries and is not liable for any arrears of wages, Taxes, penalties or other sums for failure to comply with any of the foregoing; (g) Discovery and each of its Subsidiaries has properly classified for Tax purposes, and for the purpose of determining eligibility to participate in any Plan, all employees, leased employees, independent contractors and consultants providing services to the operation of the FoundryCo Assets or the Transferred FoundryCo Subsidiaries; (h) there is no strikeclaim with respect to payment of wages, work stoppage salary or other labor dispute involving any of the Acquired Companies, affecting any of the Properties or Space Leases overtime pay that has been asserted and is now pending or, to the knowledge of the Company PartiesDiscovery, threatened; (d) no complaint, charge or Legal Proceeding by or threatened before any Governmental Body brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of its employees is pending or threatened against any of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases Authority with respect to any persons currently or formerly employed by Discovery or any of its Subsidiaries in connection with the employees at such Properties operation of the FoundryCo Assets or Space Leasesthe Transferred FoundryCo Subsidiaries; (ei) no grievance is pending or, to the knowledge of the Company Parties, threatened against neither Discovery nor any of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; and (f) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are its Subsidiaries is a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body Authority relating to employees or employment practices. Except as set forth ; (j) there is no material charge or material proceeding with respect to a violation of any occupational safety or health standard that has been asserted or is now pending or, to the knowledge of Discovery, threatened with respect to Discovery or any of its Subsidiaries; and (k) there is no charge of discrimination in Section 4.14 employment or employment practices, for any reason, including age, gender, race, religion or other legally protected category, which has been asserted and is now pending or, to the knowledge of Discovery, threatened before the United States Equal Employment Opportunity Commission, or any other Governmental Authority in any jurisdiction in which Discovery or any of its Subsidiaries has employed or currently employs any person in connection with the operation of the Disclosure Letter, there are no grants FoundryCo Assets or subsidies from any Governmental Body to any Acquired Company related to employment, employee training and/or employment practices that are subject to any repayment obligation on the part of any Acquired CompanyTransferred FoundryCo Subsidiaries.

Labor Matters. (i) Except as set forth in Section 4.14 disclosed on Schedule 2.18: (i) neither of the Disclosure Letter: (a) none Companies nor any of their respective Subsidiaries is a party to any labor or collective bargaining agreement with respect to its employees; no employees of either of the Acquired Companies or any third party which manages or operates of their respective Subsidiaries are represented by any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization; nor is any application for certification with respect to a union-organizing campaign outstanding; nor has any request for recognition by a labor union or no labor organization been made to any or group of employees of either of the Acquired Companies or to any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (b) none of the Acquired Companies or any third party which manages of their respective Subsidiaries has made a pending demand for recognition or operates certification to either of the Companies or any of the Properties their respective Subsidiaries; and there are no representation or Space Leases with respect to the employees at such Properties certification proceedings or Space Leases is the subject of any Legal Proceeding asserting that any of the Acquired Companies or such third parties has committed an unfair labor practice or petitions seeking to compel it to bargain with any labor organization as to wages or conditions of employment; (c) there is no strike, work stoppage or other labor dispute involving any of the Acquired Companies, affecting any of the Properties or Space Leases a representation proceeding presently pending or, to the knowledge of the Company Partieseach Company, threatened; (d) no complaint, charge to be brought or Legal Proceeding by or before any Governmental Body brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization filed with the National Labor Relations Board or other representative of its employees is pending or threatened against any labor relations tribunal involving either of the Acquired Companies or any third party which manages of their respective Subsidiaries; (ii) there are no strikes, lockouts, work stoppages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (e) no grievance is slowdowns pending or, to the knowledge of each of the Company PartiesCompanies, threatened against any or involving either of the Acquired Companies or any third party which manages of their respective Subsidiaries; (iii) there are no unfair labor practice charges, arbitrations or operates grievances pending or threatened in writing against or involving either of the Companies or any of the Properties or Space Leases with respect their respective Subsidiaries relating to the employees at employment or termination of employment of any individual by either of the Companies or any of their respective Subsidiaries; (iv) there are no complaints, charges or claims against either of the Companies or any of their respective Subsidiaries pending or, to the knowledge of each of the Companies or any of their respective Subsidiaries, threatened in writing to be brought or filed with any Governmental Entity based on or arising out of the employment by the Companies of any employee; (v) the Companies and each of their respective Subsidiaries are in compliance in all material respects with all laws relating to the employment of labor, including all such Properties or Space LeasesLaws relating to wages, hours, collective bargaining, discrimination, civil rights, safety and health, workers' compensation and the collection and payment of withholding and/or Social Security Taxes and similar Taxes; and and (fvi) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are their respective Subsidiaries is a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body Entity relating to employees or employment practices. Except as set forth in Section 4.14 of the Disclosure Letter, there are no grants or subsidies from any Governmental Body to any Acquired Company related to employment, employee training and/or employment practices that are subject to any repayment obligation on the part of any Acquired Company.

Labor Matters. Except as set forth in Section 4.14 of the Disclosure Letter: (a) none of the Acquired Companies or Since its inception, OVT, has not experienced any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leasesslowdown, are party towork interruption, strike, or bound by, work stoppage by employees of OVT. OVT is not a party to nor does OVT have any obligation pursuant to any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization; nor is OVT obligated under any application for certification with respect agreement to a union-organizing campaign outstanding; nor has any request for recognition by a labor union recognize or labor organization been made to any of the Acquired Companies or to any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (b) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases is the subject of any Legal Proceeding asserting that any of the Acquired Companies or such third parties has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as or union on behalf of such employees. Neither OVT nor any of its officers, directors, or employees has been charged or, to wages OVT's knowledge, threatened with the charge of any unfair labor practice. After reasonable investigation, neither OVT nor Sellers is aware that any significant employee or consultant of OVT is obligated under any contract or other agreement, or subject to any judgment, decree, or order of any court or administrative agency, that would conflict with the obligation of such Employee or consultant to use best efforts to promote the interests of OVT. To the knowledge of OVT and Sellers no third party has claimed or has reason to claim that any person employed by or affiliated with OVT has (i) violated or may be violating any of the terms or conditions of any employment; , non-competition, or non-disclosure agreement between such employee and such third party, (cii) there is no strikedisclosed or may be disclosing, work stoppage or other labor dispute involving utilized or may be utilizing, any trade secret or proprietary information or documentation of such third party, or (iii) interfered or may be interfering in the employment relationship between such third party and any of OVT present or former employees. No third party has requested information from OVT which suggests that such a claim might be contemplated. To the Acquired Companiesknowledge of OVT and Sellers no person employed by or affiliated with OVT has employed or proposes to employ any trade secret or any information or documentation proprietary to any former employer, affecting any of the Properties or Space Leases pending or, and to the knowledge of the Company Parties, threatened; (d) OVT and Sellers no complaint, charge or Legal Proceeding person employed by or before affiliated with OVT has violated any Governmental Body brought by confidential relationship which such person may have had with any third party, in connection with the development, manufacture, or on behalf sale of any employeeproduct or proposed product, prospective employeeor the development or sale of any service or proposed service of OVT, former employee, retiree, labor organization and OVT has no reason to believe there will be any such employment or other representative of its employees is pending or threatened against any of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (e) no grievance is pending or, to violation. To the knowledge of the Company Parties, threatened against any of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; OVT and (f) Sellers none of the Acquired Companies execution or any third party which manages delivery of this Agreement, or operates any the carrying on of the Properties or Space Leases with respect to the employees at such Properties or Space Leasesbusiness of OVT by its officers, are a party toEmployees, or otherwise bound by, any consent decree withagents, or citation by, any Governmental Body relating to employees the conduct or employment practices. Except as set forth in Section 4.14 proposed conduct of the Disclosure Letterbusiness of OVT, there are no grants will conflict with or subsidies from result in a breach of the terms, conditions, or provisions of or constitute a default under any Governmental Body to contract, covenant, or instrument under which any Acquired Company related to employment, employee training and/or employment practices that are subject to any repayment obligation on the part of any Acquired Companysuch person is obligated.

Labor Matters. (a) Except as set forth in Section 4.14 3.21(a) of the Disclosure Letter: Schedule, (ai) none the Company and its Subsidiaries are in compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment, health and safety, and wages and hours; (ii) neither the Acquired Companies Company nor any of its Subsidiaries has received written notice of any charge or complaint against the Company or any third party which manages of its Subsidiaries pending before the Equal Employment Opportunity Commission, the National Labor Relations Board, or operates any other government agency or court or other tribunal regarding an unlawful employment practice; (iii) neither the Company nor any of the Properties or Space Leases with respect its Subsidiaries is a party to the employees at such Properties or Space Leases, are party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization; nor is any application for certification with respect to a union-organizing campaign outstanding; nor has any request for recognition by a labor union or labor organization been made to any of the Acquired Companies or to any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (b) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases is the subject of any Legal Proceeding asserting that any of the Acquired Companies or such third parties has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; (c) and there is no labor strike, work slowdown or stoppage or other labor dispute involving any of the Acquired Companies, affecting any of the Properties or Space Leases actually pending or, to the knowledge of the Company, threatened against or affecting the Company Parties, threatenedor any of its Subsidiaries; (div) neither the Company nor any of its Subsidiaries has received notice that any representation petition respecting the employees of the Company or any of its Subsidiaries has been filed with the National Labor Relations Board, and, to the knowledge of the Company, there has been no complaintlabor union prior to the date hereof organizing any employees of the Company or any of its Subsidiaries into one or more collective bargaining units; (v) there are no complaints, charge lawsuits, arbitrations or Legal Proceeding by other proceedings pending, or before any Governmental Body brought to the knowledge of the Company, threatened by or on behalf of any employee, prospective employee, present or former employee, retiree, labor organization employee of the Company or other representative any of its employees is pending Subsidiaries alleging breach of any express or threatened against any implied contract of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leasesemployment; (evi) no grievance is pending or, to the knowledge of the Company PartiesCompany, threatened against any no federal, state, or local agency responsible for the enforcement of the Acquired Companies labor or any third party which manages or operates any of the Properties or Space Leases employment laws intends to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress; (vii) there are no personnel arrangements, understandings, policies, rules or procedures (whether written or oral) applicable to employees at such Properties of the Company or Space Leasesany of its Subsidiaries other than those set forth in Section 3.21(a) of the Disclosure Schedule, true, correct and complete copies of which have heretofore been delivered to Parent; and (fviii) none there are no employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) or any other agreements (whether written or oral) with any employees of the Acquired Companies Company or any third party which manages Subsidiary thereto. (b) The Company and its Subsidiaries are and have been in substantial compliance with all notice and other requirements under the Worker Adjustment and Retaining Notification Act ("WARN") or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body relating to employees or employment practicessimilar state statute. Except as set forth in Section 4.14 3.21(b) of the Disclosure LetterSchedule, there are no grants none of the employees of the Company or subsidies from any Governmental Body of its Subsidiaries have suffered an "employment loss" (as defined in WARN) during the ninety (90)-day period prior to the execution of this Agreement. (c) Neither the Company nor any Acquired Company related of its Subsidiaries is bound by any contract, arrangement, understanding, policy, rule or procedure (whether written or oral) that restricts its ability to employment, employee training and/or terminate the employment practices that are subject to any repayment obligation on the part of any Acquired Companyof its employees at any time without payment or other liability.

Labor Matters. (a) Except as set forth in Section 4.14 3.21(a) of the Disclosure Letter: Schedule, (ai) none the Company and its Subsidiaries are in compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment, health and safety, and wages and hours; (ii) neither the Acquired Companies Company nor any of its Subsidiaries has received written notice of any charge or complaint against the Company or any third party which manages of its Subsidiaries pending before the Equal Employment Opportunity Commission, the National Labor Relations Board, or operates any other government agency or court or other tribunal regarding an unlawful employment practice; (iii) neither the Company nor any of the Properties or Space Leases with respect its Subsidiaries is a party to the employees at such Properties or Space Leases, are party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization; nor is any application for certification with respect to a union-organizing campaign outstanding; nor has any request for recognition by a labor union or labor organization been made to any of the Acquired Companies or to any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (b) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases is the subject of any Legal Proceeding asserting that any of the Acquired Companies or such third parties has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; (c) and there is no labor strike, work slowdown or stoppage or other labor dispute involving any of the Acquired Companies, affecting any of the Properties or Space Leases actually pending or, to the knowledge of the Company, threatened against or affecting the Company Parties, threatenedor any of its Subsidiaries; (div) neither the Company nor any of its Subsidiaries has received notice that any representation petition respecting the employees of the Company or any of its Subsidiaries has been filed with the National Labor Relations Board, and, to the knowledge of the Company, there has been no complaintlabor union prior to the date hereof organizing any employees of the Company or any of its Subsidiaries into one or more collective bargaining units; (v) there are no complaints, charge lawsuits, arbitrations or Legal Proceeding by other proceedings pending, or before any Governmental Body brought to the knowledge of the Company, threatened by or on behalf of any employee, prospective employee, present or former employee, retiree, labor organization employee of the Company or other representative any of its employees is pending Subsidiaries alleging breach of any express or threatened against any implied contract of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leasesemployment; (evi) no grievance is pending or, to the knowledge of the Company PartiesCompany, threatened against any no federal, state, or local agency responsible for the enforcement of the Acquired Companies labor or any third party which manages or operates any of the Properties or Space Leases employment laws intends to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress; (vii) there are no personnel arrangements, understandings, policies, rules or procedures (whether written or oral) applicable to employees at such Properties of the Company or Space Leasesany of its Subsidiaries other than those set forth in Section 3.21(a) of the Disclosure Schedule, true, correct and complete copies of which have heretofore been delivered to Parent; and (fviii) none there are no employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) or any other agreements (whether written or oral) with any employees of the Acquired Companies Company or any third party which manages Subsidiary thereto. (b) The Company and its Subsidiaries are and have been in substantial compliance with all notice and other requirements under the Worker Adjustment and Retaining Notification Act ("WARN") or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body relating to employees or employment practicessimilar state statute. Except as set forth in Section 4.14 3.21(b) of the Disclosure LetterSchedule, there are no grants none of the employees of the Company or subsidies from any Governmental Body of its Subsidiaries have suffered an "employment loss" (as defined in WARN) during the ninety-day period prior to the execution of this Agreement. (c) Neither the Company nor any Acquired Company related of its Subsidiaries is bound by any contract, arrangement, understanding, policy, rule or procedure (whether written or oral) that restricts its ability to employment, employee training and/or terminate the employment practices that are subject to any repayment obligation on the part of any Acquired Companyof its employees at any time without payment or other liability.

Labor Matters. (a) Except as set forth in Section 4.14 Schedule 3.15, (i) no employees of the Disclosure Letter: (a) none of the Acquired Companies ▇▇▇▇▇ or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, its Subsidiaries are party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization; nor is any application for certification with respect to a union-organizing campaign outstanding; nor has any request for recognition represented by a labor union or organization, no labor union or organization has been made to certified or recognized as a representative of any such employees, and neither ▇▇▇▇▇ nor any of its Subsidiaries is a party to or has any obligation under any collective bargaining agreement or other labor union contract with any labor union or organization, or has any obligation to recognize or deal with any labor union or organization, and there are no such contracts pertaining to or which determine the Acquired Companies terms or to conditions of employment of any third party which manages employee of ▇▇▇▇▇ or operates any of the Properties its Subsidiaries; (ii) there are no pending or Space Leases threatened representation campaigns, elections or proceedings or questions concerning union representation involving any employees of ▇▇▇▇▇ or any of its Subsidiaries; (iii) neither ▇▇▇▇▇ nor any of its Subsidiaries has any knowledge of any activities or efforts of any labor union or organization (or representatives thereof) to organize any employees of ▇▇▇▇▇ or any of its Subsidiaries, nor of any demands for recognition or collective bargaining, nor of any strikes, slowdowns, work stoppages or lock-outs of any kind, or threats thereof, by or with respect to any employees of ▇▇▇▇▇ or any of its Subsidiaries or any actual or claimed representatives thereof, and no such activities, efforts, demands, strikes, slowdowns, work stoppages or lock-outs occurred during the 48-month period preceding the date hereof; (iv) neither ▇▇▇▇▇ nor any of its Subsidiaries has engaged in, admitted committing or been held in any administrative or judicial proceeding to have committed any unfair labor practice under the National Labor Relations Act, as amended; (v) neither ▇▇▇▇▇ nor any of its Subsidiaries is involved in any industrial or trade dispute or any dispute or negotiations regarding a claim of material importance with any labor union or organization; and (vi) there are no controversies, claims, demands or grievances of material importance pending or, so far as ▇▇▇▇▇ or any of its Subsidiaries is aware, threatened, between ▇▇▇▇▇ or any of its Subsidiaries and any of their respective employees at such Properties or Space Leases; any actual or claimed representative thereof. (b) none of Schedule 3.15 (and the Acquired Companies exhibits thereto) set forth all contracts and agreements, including, without limitation, employment agreements, consulting agreements, change in control agreements, independent contractor agreements, retainers and severance agreements under which ▇▇▇▇▇ or any third party which manages or operates of its Subsidiaries has any of the Properties or Space Leases with respect obligation to the employees at such Properties or Space Leases is the subject of any Legal Proceeding asserting that any of the Acquired Companies or such third parties has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; (c) there is no strikeprovide wages, work stoppage salary, commissions or other labor dispute involving any of the Acquired Companies, affecting any of the Properties compensation or Space Leases pending or, remuneration (other than obligations to the knowledge of the Company Parties, threatened; (dmake current wage or salary payments terminable at will without notice) no complaint, charge or Legal Proceeding by or before any Governmental Body brought by to or on behalf of any employee, prospective employee, former employee, retireeconsultant or contractor (or any designee, labor organization assignee or other representative beneficiary thereof). A complete and correct copy of its employees is pending each written (and a complete and correct written description of each such oral) contract or threatened against any agreement, has been delivered or made available to Buyer. (c) A true and correct statement of the Acquired Companies or any third party which manages or operates any names, current rates of base compensation and description of the Properties or Space Leases with respect to the formula for computing bonus compensation of all officers, directors and salaried non-union employees at such Properties or Space Leases; (e) no grievance is pending or, to the knowledge of ▇▇▇▇▇ and its Subsidiaries as of the Company Partiesdate hereof, threatened against any of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; and (f) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body relating to employees or employment practicesis set forth in Schedule 3.15. Except as set forth in Section 4.14 Schedule 3.15, (i) ▇▇▇▇▇ and its Subsidiaries have no obligation (including an obligation for the payment of any fee, extraordinary bonus or "golden parachute" based upon the successful completion of the Disclosure Lettertransactions contemplated hereunder) under any employment contract, severance agreement or other change in control plan, agreement or arrangement, or any other similar agreements, employment policies (including vacation and severance pay policies) or retirement or employee benefit plans, arrangements or understandings, written or otherwise, with any officer, director, employee or agent of ▇▇▇▇▇ or any Subsidiary and (ii) since January 1, 1998, ▇▇▇▇▇ and its Subsidiaries have (A) not paid or agreed to pay any bonuses or made or agreed to make any increase in the rate of wages, salaries or other compensation or remuneration of any of its officers, directors, consultants or employees (except for increases in accordance with written binding commitments, true, correct and complete copies of which have been previously delivered to Buyer, or in accordance with a past practice described in Schedule 3.15), or (B) become a party to any employment contract or arrangement with any of its officers or employees providing for any new or additional bonuses, profit sharing payments, severance pay or retirement benefits or any other form of employee compensation or benefits. (d) ▇▇▇▇▇ and each of its Subsidiaries has at all times complied in all material respects and is in material compliance with all applicable federal, state and local laws, rules and regulations respecting employment, wages, hours, occupational health and safety, and payment and withholding of taxes in connection with employment. Except as set forth in Schedule 3.15, there are no grants claims, complaints or subsidies from legal or administrative proceedings pending or, so far as ▇▇▇▇▇ is aware, threatened, against ▇▇▇▇▇ or any Governmental Body of its Subsidiaries before any federal, state or municipal court or governmental agency, or any federal, state or municipal taxing authority involving or relating to any Acquired Company related past or present employee(s) or applicant(s) for employment of ▇▇▇▇▇ or any of its Subsidiaries, or relating to employmentany acts, employee training and/or omissions or practices of ▇▇▇▇▇ or any of its Subsidiaries relating to employment practices that or occupational health and safety. Neither ▇▇▇▇▇ nor any of its Subsidiaries are subject party to or bound by any repayment obligation on the part court or administrative order, judgment, decree or ruling of any Acquired Companykind respecting the employment practices or occupational health and safety of any employees or prospective employees of ▇▇▇▇▇ or any of its Subsidiaries.

Labor Matters. Except as set forth in Section 4.14 3.19 of the Disclosure Letter: Schedule: (a) none of Neither the Acquired Companies or any third party which manages or operates Company, the Parent nor any of the Properties or Space Leases with respect their Subsidiaries is a party to the employees at such Properties or Space Leases, are party to, or bound by, any collective bargaining agreement, contract agreement or other agreement or understanding with a labor union contract applicable to persons employed by the Company, the Parent or labor organization; their Subsidiaries, nor is are they under any application for certification with respect to a union-organizing campaign outstanding; nor has any request for recognition by a labor union or labor organization been made to any of the Acquired Companies or to any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (b) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases is the subject of any Legal Proceeding asserting that any of the Acquired Companies or such third parties has committed an unfair labor practice or seeking to compel it current obligation to bargain with any labor organization as bargaining agent on behalf of any such persons, nor, to wages the knowledge of the Company and the Parent, are there or conditions of employment; (c) have there is no strikebeen any organizational campaigns, work stoppage petitions or other labor dispute involving unionization activities seeking recognition of a collective bargaining unit which could affect the Company, the Parent or any of the Acquired Companiestheir Subsidiaries; (b) There are no controversies, affecting any of the Properties strikes, slowdowns or Space Leases work stoppages pending or, to the knowledge of the Company Partiesor the Parent after due inquiry, threatened; threatened between the Company, the Parent or any of their Subsidiaries, on the one hand, and any of their respective employees, on the other hand, and neither the Company nor the Parent has experienced any such controversy, strike, slowdown or work stoppage within the past three years; (c) Neither the Company, the Parent nor any of their Subsidiaries has breached or otherwise failed to comply with the provisions of any collective bargaining or union Contract and, to the knowledge of the Company and the Parent, there are no grievances outstanding against the Company, the Parent or any of their Subsidiaries under any such contract that could have a Material Adverse Effect; (d) There are no complaintunfair labor practice complaints pending against the Company, charge the Parent or Legal Proceeding any of their Subsidiaries before the National Labor Relations Board or any other Governmental Authority or any current union representation questions involving employees of the Company, the Parent or any of their Subsidiaries that could have a Material Adverse Effect; (e) The Company, the Parent and their Subsidiaries are currently in compliance in all material respects with all applicable Laws relating to the employment of labor, including those related to wages (including the payment of overtime), hours, worker classifications (including proper classification of any independent contractors or consultants), collective bargaining, unemployment insurance, workers’ compensation, discrimination, record-keeping and the payment and withholding of Taxes and other sums as required by the appropriate Governmental Authority and have withheld and paid to the appropriate Governmental Authority or before are holding for payment not yet due to such Governmental Authority all amounts required to be withheld from employees of the Company, the Parent or their Subsidiaries and are not liable for any Governmental Body brought by arrears of wages, Taxes, penalties or other sums for failure to comply with any of the foregoing; (f) To the knowledge of the Company and the Parent, each employee of the Company or the Parent who is located in the United States and is not a United States citizen has all necessary approvals, authorizations and papers necessary to work in the United States in accordance with applicable Law; (g) Each of the Company, the Parent and their Subsidiaries has paid in full to all employees, or adequately reserved in accordance with the Company’s and the Parent’s historical accounting practices, policies and principles consistently applied, all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of any employeesuch employees except to the extent as has not had, prospective employeeand would not reasonably be expected to have, former employeeindividually or in the aggregate, retiree, labor organization or other representative of its employees a Material Adverse Effect; (h) There is pending or threatened against any of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases no claim with respect to the employees at such Properties payment of wages, salary or Space Leases; (e) no grievance is pending overtime pay that has been asserted or, to the knowledge of the Company Partiesor the Parent, is now pending or threatened against before any of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases Governmental Authority with respect to any persons currently or formerly employed by the employees at such Properties Company, the Parent or Space Leases; any of their Subsidiaries except to the extent as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (fi) none As of the Acquired Companies or any third party which manages or operates date hereof neither the Company, the Parent nor any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are their Subsidiaries is a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body Authority relating to employees or employment practices. ; (j) There is no charge or proceeding with respect to a material violation of any occupational safety or health standards that has been asserted or is now pending or, to the knowledge of the Company or the Parent, threatened with respect to the Company or the Parent; (k) As of the date hereof there is no charge of discrimination in employment or employment practices, for any reason, including, without limitation, age, gender, race, religion or other legally protected category, or any alleged violation of any privacy Laws, which has been asserted or, to the knowledge of the Company or the Parent, is now pending or threatened before the United States Equal Employment Opportunity Commission, or any other Governmental Authority in any jurisdiction in which the Company, the Parent or any of their Subsidiaries has employed or currently employs any person; (l) As of the date hereof, neither the Company, the Parent nor any of their Subsidiaries has received written notice of the intent of any federal, state, local or foreign Governmental Authority responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company, the Parent or any of their Subsidiaries and no such investigation is in progress or has been conducted in the past; and (m) Except as set forth in Section 4.14 3.19(m) of the Disclosure LetterSchedule, there are no grants as of the date hereof neither the Company, the Parent nor any of their Subsidiaries is aware that any officer or subsidies from any Governmental Body key employee intends to any Acquired Company related to employmentterminate employment with the Company, employee training and/or employment practices that are subject to any repayment obligation on the part of any Acquired CompanyParent or their Subsidiaries, as applicable.

Labor Matters. Except as set forth in Section 4.14 of the Disclosure Letter: (a) none Section 3.16(a) of the Acquired Companies Company Disclosure Schedule contains a list of all employees of the Company and each of its Subsidiaries, along with the position and the annual rate of compensation of each such person. Each current employee of the Company or any third party of its Subsidiaries has entered into a confidentiality and assignment of inventions agreement with the Company, a copy or form of which manages or operates has previously been delivered to the Parent. Neither the Company nor any of the Properties its Subsidiaries is a party to or Space Leases with respect to the employees at such Properties or Space Leases, are party to, or otherwise bound by, by any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization; . Neither the Company nor is any application for certification with respect to a union-organizing campaign outstanding; nor has any request for recognition by a labor union or labor organization been made to any of the Acquired Companies or to any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (b) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases its Subsidiaries is the subject of any Legal Proceeding proceeding asserting that the Company or any of the Acquired Companies or such third parties its Subsidiaries has committed an unfair labor practice or is seeking to compel it to bargain with any labor union or labor organization as that, individually or in the aggregate, is reasonably likely to wages or conditions of employment; (c) have a Company Material Adverse Effect, nor is there is no strike, work stoppage or other labor dispute involving any of the Acquired Companies, affecting any of the Properties or Space Leases pending or, to the knowledge of the Company PartiesCompany, threatened; (d) no complaint, charge any labor strike, dispute, walkout, work stoppage, slow-down or Legal Proceeding by lockout involving the Company or before any Governmental Body brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of its employees is pending or threatened against any of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (eSubsidiaries. Section 3.16(a) no grievance is pending or, to the knowledge of the Company PartiesDisclosure Schedule lists all employees of the Company who are not citizens of the United States. (b) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement, threatened against no employee of the Company or any of its Subsidiaries (i) has an employment agreement with the Acquired Companies Company or any third party which manages of its Subsidiaries, (ii) to the Company’s knowledge is in violation of any term of any patent disclosure agreement, non-competition agreement, or operates any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or any of its Subsidiaries because of the Properties nature of the business conducted by the Company or Space Leases with respect any of its Subsidiaries or to the employees at such Properties use of trade secrets or Space Leases; and proprietary information of others, or (fiii) none in the case of any key employee or group of key employees, has given notice to the Acquired Companies Company or any third party which manages of its Subsidiaries that such employee or operates any employee in a group of key employees intends to terminate his or her employment with the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body relating to employees or employment practices. Except as set forth in Section 4.14 of the Disclosure Letter, there are no grants or subsidies from any Governmental Body to any Acquired Company related to employment, employee training and/or employment practices that are subject to any repayment obligation on the part of any Acquired Company.

Labor Matters. Except as set forth in Section 4.14 of the Disclosure Letter: (a) none Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement, labor union contract applicable to its employees or similar agreement or work rules or practices with any labor union, works council, labor organization or employee association applicable to employees of the Acquired Companies Company or any third party which manages of its Subsidiaries in the United States, nor does the Company have Knowledge of any activities or operates proceedings of any labor union, works council, labor organization or employee association to organize any such employees. No later than thirty (30) days following the date of this Agreement, (i) the Company shall provide or make available to Parent a true and complete list of any collective bargaining agreement, labor union contract applicable to its employees or similar agreement or work rules or practices with any labor union, works council, labor organization or employee association applicable to employees of the Company or any of its Subsidiaries outside of the Properties United States, and (ii) the Company shall provide or Space Leases make available to Parent a written description, to its Knowledge, of any activities or proceedings of any labor union, works council, labor organization or employee association to organize any such employees. (b) As of the date hereof, there are no strikes or lockouts pending with respect to any employees of the Company or any of its Subsidiaries, there is no union organizing effort pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries, there is no unfair labor practice, labor dispute (other than routine individual grievances), or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened, with respect to the employees at such Properties of the Company or Space Leases, are party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization; nor is any application for certification with respect to a union-organizing campaign outstanding; nor has any request for recognition by a labor union or labor organization been made to any of its Subsidiaries, and there is no slowdown or work stoppage in effect or, to the Acquired Companies or to any third party which manages or operates any Knowledge of the Properties or Space Leases Company, threatened with respect to the employees at such Properties or Space Leases; (b) none of the Acquired Companies Company or any third party which manages of its Subsidiaries, except, in each case, as would not have, or operates any would not reasonably be expected to have, a Company Material Adverse Effect. (c) Except as would not have, or would not reasonably be expected to have, a Company Material Adverse Effect, (i) each of the Properties or Space Leases Company and its Subsidiaries are, and have been, in compliance in all respects with all applicable laws relating to employment and employment practices, the classification of employees, wages, overtime, hours, collective bargaining, unlawful discrimination, civil rights, safety and health, workers’ compensation and terms and conditions of employment, (ii) there are no charges with respect to the employees at such Properties or Space Leases is the subject of any Legal Proceeding asserting that any relating to either of the Acquired Companies Company or such third parties has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; (c) there is no strike, work stoppage or other labor dispute involving any of the Acquired Companies, affecting any of the Properties or Space Leases its Subsidiaries pending or, to the knowledge Knowledge of the Company, threatened before the Equal Employment Opportunity Commission or any national, federal, state or local agency, domestic or foreign, responsible for the prevention of unlawful employment practices, and (iii) since January 1, 2014, neither the Company nor any of its Subsidiaries has received any written notice from any national, federal, state or local agency, domestic or foreign, responsible for the enforcement of labor or employment laws of an intention to conduct an investigation of either of the Company Parties, threatened; or its Subsidiaries and no such investigation is in progress. (d) no complaintExcept as would not have, charge or Legal Proceeding by or before would not reasonably be expected to have, a Company Material Adverse Effect, neither the Company nor any Governmental Body brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of its employees is pending Subsidiaries has incurred any liability or threatened against obligations with respect to any of “mass layoff” or “plant closing” as defined by, and pursuant to, the Acquired Companies Worker Adjustment and Retraining Notification Act or any third party which manages similar U.S. state or operates any of the Properties local or Space Leases non-U.S. “plant closing” law (“WARN”) with respect to the current or former employees at such Properties of the Company or Space Leases; its Subsidiaries. (e) no grievance is pending orExcept as would not have, or would not reasonably be expected to the knowledge have, a Company Material Adverse Effect, (i) all independent contractors of the Company Partiesand its Subsidiaries (and any other independent contractor who previously rendered services for the Company or its Subsidiaries, threatened against at any of time) have been, and currently are, properly classified and treated by the Acquired Companies Company and its Subsidiaries, as applicable, as independent contractors and not as employees, (ii) all such independent contractors have in the past been, and continue to be, properly and appropriately treated as non-employees for all U.S. federal, state, and local and non-U.S. Tax purposes, (iii) the Company and its Subsidiaries have fully and accurately reported their independent contractors’ compensation on IRS Forms 1099 (or otherwise in accordance with applicable law) when required to do so, and the Company and its Subsidiaries do not have any third party which manages or operates any of the Properties or Space Leases liability to provide benefits with respect to their independent contractors under the employees at such Properties Company Benefit Plans or Space Leases; otherwise, and (fiv) none of at no time within the Acquired Companies preceding two years has any independent contractor brought a claim against the Company or its Subsidiaries challenging his or her status as an independent contractor or made a claim for additional compensation or any third party which manages benefits under any Company Benefit Plan or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body relating to employees or employment practices. Except as set forth in Section 4.14 of the Disclosure Letter, there are no grants or subsidies from any Governmental Body to any Acquired Company related to employment, employee training and/or employment practices that are subject to any repayment obligation on the part of any Acquired Companyotherwise.

Labor Matters. Except as set forth in Section 4.14 of the Disclosure Letter: (a) none Neither the Company nor any of the Acquired Companies its Subsidiaries is a party to any Contract or arrangement between or applying to, one or more employees or other service providers and a union, trade union, works council, group of employees or any third party which manages other employee representative body, for collective bargaining or operates any other negotiating or consultation purposes or reflecting the outcome of the Properties such collective bargaining or Space Leases negotiation or consultation with respect to the their respective employees at such Properties or Space Leases, are party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization; nor is any application for certification with respect to a union-organizing campaign outstanding; nor has any request for recognition by a labor union or labor organization been made to any of the Acquired Companies or to any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (b) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases is the subject of any Legal Proceeding asserting that any of the Acquired Companies or such third parties has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; (c) there is no strikeorganization, work stoppage union, group, association, works council or other labor dispute involving employee representative body, or is bound by any of the Acquired Companies, affecting any of the Properties equivalent national or Space Leases sectoral agreement (“Collective Bargaining Agreements”). There are no pending material activities or proceedings or, to the knowledge Knowledge of the Company PartiesCompany, threatened; (d) no complaintthreatened or reasonably anticipated by any works council, charge union, trade union, or Legal Proceeding by or before any Governmental Body brought by or on behalf of any employee, prospective employee, former employee, retiree, labor other labor-relations organization or other representative of its employees is pending or threatened against entity (“Labor Organization”) to organize any of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (e) employees. There are no grievance is pending lockouts, strikes, slowdowns, work stoppages or, to the knowledge Knowledge of the Company, threats thereof by or with respect to any employees of the Company Parties, threatened against or any of the Acquired Companies its Subsidiaries nor have there been any such lockouts, strikes, slowdowns or any third party which manages work stoppages or operates any of the Properties or Space Leases threats thereof with respect to the any employees at such Properties or Space Leases; and (f) none of the Acquired Companies Company or any third party which manages of its Subsidiaries, except in each case as would not be material to the Company. The consummation of the transactions contemplated by this Agreement (including the Merger) will not entitle any person (including any Labor Organization) to any payments under any Collective Bargaining Agreement, or operates require the Company or any of the Properties or Space Leases with respect its Subsidiaries to the employees at such Properties or Space Leasesconsult with, are a party provide notice to, or otherwise bound by, obtain the consent or opinion of any consent decree with, or citation by, any Governmental Body relating to employees or employment practicesLabor Organization. Except as set forth would not be expected to result in Section 4.14 a material liability, neither the Company nor any of its Subsidiaries, nor to the Knowledge of the Disclosure LetterCompany any of their respective representatives or employees, has committed any unfair labor practice in connection with the operation of their respective businesses of the Company or any of its Subsidiaries, and, except as would not be expected to result in a material liability, there are is no grants charge, complaint or subsidies from other action against the Company or any of its Subsidiaries by the National Labor Relations Board or any comparable Governmental Body Entity pending or to any Acquired the Knowledge of the Company related threatened. (b) Except as is not and would not reasonably be expected to, individually or in the aggregate, result in a material liability to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries have complied with all Applicable Laws and Orders relating to employment, employment practices, terms and conditions of employment, worker classification (including the proper classification of workers as independent contractors and consultants and for overtime purposes), leased and seconded employees, tax withholding, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, immigration status, employee training and/or employment practices that are subject safety and health, wages (including overtime wages), compensation, and hours of work. Neither the Company nor any of its Subsidiaries is a party to any repayment obligation on material conciliation agreement, consent decree or other employment-related agreement or order with any Governmental Entity. (c) Each of the part Company and its Subsidiaries is in compliance in all material respects with WARN. In the past two years, (i) neither the Company nor any of its Subsidiaries has effectuated a “plant closing” (as defined in WARN) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of its business, (ii) there has not occurred a “mass layoff” (as defined in WARN) affecting any site of employment or facility of the Company or any of its Subsidiaries, and (iii) neither the Company nor any of its Subsidiaries has been affected by any transaction or engaged in layoffs or employment terminations sufficient in number, including as aggregated, to trigger application of any Acquired Companysimilar state, local or foreign law or regulation. Neither the Company nor its Subsidiaries has caused any of their respective employees to suffer an “employment loss” (as defined in WARN) during the ninety (90) day period prior to the date hereof, and there has been no termination which would trigger any notice or other obligations under WARN.

Labor Matters. Except as set forth in Section 4.14 4.2(n) of the WRI Disclosure Letter: Schedule or the WRI SEC Documents, to the extent related to the Gas Business: (a1) none of the Acquired Companies or any third party which manages or operates Neither WRI nor any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are Transferred Subsidiaries is a party to, or bound by, any collective bargaining agreement, contract agreement or other current labor agreement or understanding with a any labor union or labor organization; nor , and there is any application for certification with respect no current union representation question involving employees of WRI relating to a union-organizing campaign outstanding; nor has any request for recognition by a labor union the Gas Business or labor organization been made to any of the Acquired Companies Transferred Subsidiaries, nor does WRI or the Transferred Subsidiaries have knowledge of any activity or proceeding of any labor organization (or representative thereof) or employee group (or representative thereof) to organize or threaten to organize any third party which manages such employees; (2) There is no unfair labor practice charge or operates grievance arising out of a collective bargaining agreement or other grievance procedure against WRI relating to the Gas Business or any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (b) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases is the subject of any Legal Proceeding asserting that any of the Acquired Companies or such third parties has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; (c) there is no strikeTransferred Subsidiaries pending, work stoppage or other labor dispute involving any of the Acquired Companies, affecting any of the Properties or Space Leases pending or, to the knowledge of the Company Parties, threatened; (d) no complaint, charge WRI or Legal Proceeding by or before any Governmental Body brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of its employees is pending or threatened against any of the Acquired Companies Transferred Subsidiaries, threatened, that would have a Material Adverse Effect on the Gas Business; (3) There is no strike, dispute, slowdown, work stoppage or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (e) no grievance is pending lockout pending, or, to the knowledge of the Company Parties, threatened against WRI or any of the Acquired Companies Transferred Subsidiaries, threatened, against or any third party which manages or operates any of the Properties or Space Leases involving WRI with respect to the employees at such Properties or Space Leases; and (f) none of the Acquired Companies or any third party which manages or operates Gas Business and/or any of the Properties or Space Leases Transferred Subsidiaries that would have a Material Adverse Effect on the Gas Business; and (4) WRI and the Transferred Subsidiaries are in compliance with respect to the employees at such Properties or Space Leases, are a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body relating to employees or all applicable laws respecting employment and employment practices. Except as set forth in Section 4.14 , terms and conditions of the Disclosure Letter, there are no grants or subsidies from any Governmental Body to any Acquired Company related to employment, employee training and/or employment practices wages, hours of work and occupational safety and health, except for non-compliance that are subject to any repayment obligation would not have a Material Adverse Effect on the part of any Acquired CompanyGas Business.

Labor Matters. Except as set forth in Section 4.14 of the Disclosure Letter: (a) none of Neither the Acquired Companies Company nor any Company Subsidiary has been or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are is a party to, bound by or bound by, had or has any obligations under any collective bargaining agreementbargaining, contract works council, or similar agreement or other agreement or understanding Contract with a labor union or labor organization; . Neither the Company nor any Company Subsidiary has since January 1, 2019, experienced, nor to the knowledge of the Company is any application for certification with respect to a union-organizing campaign outstanding; nor has any request for recognition by there now threatened, a labor union dispute, strike or work stoppage or any attempt to organize or represent the labor organization been made to any force of the Acquired Companies Company or the Company Subsidiaries, and, to any third party which manages or operates any the knowledge of the Properties or Space Leases Company, there are no organizational efforts with respect to the formation of a collective bargaining unit presently being made or threatened involving employees at such Properties of the Company or Space Leases; any Company Subsidiary. (b) none The Company has made available to Parent an accurate and complete schedule that sets forth all of the Acquired Companies employees of the Company and Company Subsidiaries as of the date hereof (each a “Company Employee”), including for each: (i) name, (ii) job title, (iii) Fair Labor Standards Act designation, (iv) work location (identified by street address), (v) current base salary or wage rate, (vi) current bonus or incentive opportunity, (vii) any other wage arrangements and (viii) visa and greencard application status. The Company has made available to Parent an accurate and complete schedule that sets forth the names of each natural person who serves as an independent contractor, consultant, or other nonemployee service provider of the Company or any third Company Subsidiary who is reasonably expected to receive payments in excess of $50,000 per annum (each a “Company Contractor”) as of the date hereof, together with the following information (x) description of each such person’s services, (y) consulting or contracting term and (z) consulting or contracting fee. Each of the Company and the Company’s Subsidiaries’ relationships with Company Contractors can be terminated on not more than thirty (30) days’ notice for any reason without any amounts being owed to such individuals, other than with respect to compensation or payments accrued before the notice of termination. (c) To the knowledge of the Company, no Company Employee or Company Contractor is a party which manages to, or operates is otherwise bound by, any agreement or arrangement, including any confidentiality or non-competition agreement, that in any way materially adversely affects or restricts the performance of such individual’s duties. To the knowledge of the Company as of the date hereof, no Company Employee at the level of Director or above or who is involved in research and development activities intends to terminate their employment with the Company or any Company Subsidiary. All Company Employees are employed in the United States, and all of the terms and conditions of their employment are governed exclusively by Laws of the United States or any state, country, or municipality in the United States. (d) To the knowledge of the Company, each Company Employee is (i) a United States citizen or lawful permanent resident of the United States or (ii) an alien authorized to work in the United States either specifically for the Company or any of its Company Subsidiaries or for any United States employer. The Company or a Company Subsidiary has completed a Form I-9 (Employment Eligibility Verification) for each Company Employee, and each such Form I-9 has since been updated as required by applicable Laws and is correct and complete in all material respects. (e) The Company and the Properties Company Subsidiaries have paid in all material respects all accrued salaries, bonuses, commissions, wages, severance and accrued vacation pay of the Company Employees due to be paid on or Space Leases before the date hereof. The Company and the Company Subsidiaries have complied in all material respects with all Laws governing the employment of personnel by United States companies, the withholding of Taxes and the employment of non-United States nationals in the United States, including those relating to wages, hours, benefits, worker classification, labor, immigration, affirmative action, collective bargaining, discrimination, civil rights, paid sick leave, protected leave (including family, medical and parental leave), disability rights and accommodations, safety and health, workers’ compensation, the collection and payment of withholding or Social Security Taxes and similar Taxes. (f) Neither the Company nor any Company Subsidiary has taken any action within the past one (1) year that could constitute a “mass layoff,” “mass termination,” or “plant closing” within the meaning of the Worker Adjustment and Retraining Notification Act (the “WARN Act”) and any similar Law and, during the 90-day period preceding the date hereof, no employee of the Company or Company Subsidiary has suffered an “employment loss,” with respect to the employees at such Properties or Space Leases is Company as defined in the subject of any Legal Proceeding asserting that any WARN Act. (g) As of the Acquired Companies or such third parties has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; (c) date hereof, there is are no strike, work stoppage or other labor dispute involving any of the Acquired Companies, affecting any of the Properties or Space Leases controversies pending or, to the knowledge of the Company PartiesCompany, threatened; (d) no complaint, charge between the Company and any Company Subsidiaries, on the one hand, and any current or Legal Proceeding former service provider of the Company or any Company Subsidiary, on the other. No investigation, review, complaint or proceeding by or before any Governmental Body brought by Entity or on behalf of any employee, prospective employee, current or former employee, retiree, labor organization or other representative of its employees is pending or threatened against any of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases service provider with respect to the employees at such Properties Company and the Company Subsidiaries in relation to the employment or Space Leases; (e) no grievance engagement of any individual is pending or, to the knowledge of the Company, threatened, nor has the Company Parties, threatened against or any of the Acquired Companies or Company Subsidiary received any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; and (f) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body relating to employees or employment practices. Except as set forth in Section 4.14 of the Disclosure Letter, there are no grants or subsidies notice from any Governmental Body Entity indicating an intention to conduct the same, in each case which would reasonably be expected to be material. (h) To the knowledge of the Company, no allegations of sexual harassment or misconduct have been made against any Acquired current or former director, officer, employee or service provider of the Company or any Company Subsidiary. Neither the Company not any Company Subsidiary has entered into any settlement agreements related to employmentallegations of sexual harassment, misconduct or discrimination by any current or former director, officer, employee training and/or employment practices that are subject to or service provider of the Company or any repayment obligation on the part of any Acquired CompanyCompany Subsidiary.

Labor Matters. Except as set forth in Section 4.14 of the Disclosure Letter: (a) none Neither the Company nor any of its Subsidiaries is a party to any collective bargaining or other labor union contract and no collective bargaining agreement is being negotiated by the Acquired Companies Company or any third party which manages of its Subsidiaries and there are no labor or operates any of the Properties or Space Leases with respect collective bargaining agreements that pertain to the employees at such Properties of the Company or Space Leases, are party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization; nor is any application for certification with respect to a union-organizing campaign outstanding; nor has any request for recognition by a labor union or labor organization been made to any of the Acquired Companies or to any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; its Subsidiaries other than works councils required by statute, (b) none there is no pending or to the knowledge of the Acquired Companies Company, threatened labor dispute, strike, work stoppage, lockout or other labor controversy involving the Company or any third party of its Subsidiaries which manages may interfere with the respective business activities of the Company or operates any of its Subsidiaries, nor has the Properties Company or Space Leases with respect to the employees at such Properties or Space Leases is the subject of any Legal Proceeding asserting that any of its Subsidiaries experienced any such labor controversy within the Acquired Companies or such third parties has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; past three years, (c) there is no strikeunion or similar organization currently certified, work stoppage and there is no union representation question and no union or other labor dispute involving organization activity that would be subject to the National Labor Relations Act (20 U.S.C. § 151 et seq.) or similar applicable Law exists, or to the knowledge of the Company, is threatened with respect to the Company’s or any of its Subsidiaries operations; (d) to the Acquired Companiesknowledge of the Company, affecting no employee of the Company or any of its Subsidiaries (“Employee”) is a party to any confidentiality, non-competition, proprietary rights or other such agreement between such Employee and any other Person besides the Properties Company or Space Leases any of its Subsidiaries, as applicable, that would be material to the performance of such Employee’s employment duties, or the ability of the Company or Merger Sub to conduct their business, (e) there is no pending or, to the knowledge of the Company PartiesCompany, threatened; (d) no threatened action, complaint, charge arbitration, proceeding or Legal Proceeding investigation against the Company or any of its Subsidiaries by or before any Governmental Body court, governmental agency, administrative agency, board, commission or arbitrator brought by or on behalf of any employeeprospective, prospective employee, current or former employee, retiree, labor organization or other representative of its employees is pending of the Company or threatened against any of its Subsidiaries, (f) the Acquired Companies or any third party which manages or operates any Company and its Subsidiaries are in material compliance with all applicable Laws, agreements, and policies relating to employment of labor, employment practices and terms and conditions of employment, including, but not limited to, all such Laws relating to hours, wages, civil rights, safety and health, workers’ compensation, and the collection and payment of withholding and/or Social Security taxes and other similar taxes, and (g) all salaries, wages and other benefits, bonuses and commissions of all directors, officers and employees of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (e) no grievance is pending orCompany and its Subsidiaries have, to the knowledge of the Company Partiesextent due, threatened against any of the Acquired Companies been paid or any third party which manages discharged in full or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; and (f) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body relating to employees or employment practices. Except reflected as set forth in Section 4.14 of the Disclosure Letter, there are no grants or subsidies from any Governmental Body to any Acquired Company related to employment, employee training and/or employment practices that are subject to any repayment obligation liabilities on the part of any Acquired Companyfinancial statements contained in the SEC Reports.

Labor Matters. Except as set forth in Section 4.14 of the Disclosure Letter: (a) none None of the Acquired Companies or any third party which manages or operates Company, any of the Properties or Space Leases with respect its Subsidiaries or, to the employees at such Properties or Space LeasesKnowledge of the Company, are any Joint Venture Entity is a party to, or bound by, any collective bargaining agreement, contract collective agreement, or any other agreement similar labor-related agreements or understanding arrangements with a any labor union or labor organization; nor is any application for certification with respect to a union-organizing campaign outstanding; nor has any request for recognition by a labor union or , trade union, labor organization been made or works council. There are no collective bargaining agreements, collective agreements, or any other labor-related agreements or arrangements that pertain to any of the Acquired Companies or to any third party which manages or operates any employees of the Properties Company, its Subsidiaries or Space Leases the Joint Venture Entities. No labor union, trade union, labor organization or works council represents employees of the Company, its Subsidiaries or the Joint Venture Entities with respect to their employment with the employees at such Properties Company or Space Leases; its Subsidiaries or the Joint Venture Entities, as applicable. (b) none No labor union, labor organization, works council, or group of employees of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases is the subject of any Legal Proceeding asserting that any of the Acquired Companies or such third parties has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; (c) there is no strikeCompany, work stoppage or other labor dispute involving any of the Acquired Companies, affecting any of the Properties or Space Leases pending its Subsidiaries or, to the knowledge Knowledge of the Company, the Joint Venture Entities has made a pending demand for recognition or certification, and, to the Knowledge of the Company, there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority. To the Knowledge of the Company, since January 1, 2018, there have been no labor union organizing activities with respect to any employees of the Company, its Subsidiaries or the Joint Venture Entities. (c) Since January 1, 2018, there has been no actual or, to the Knowledge of the Company, threatened unfair labor practice charges, material grievances, material arbitrations, strikes, lockouts, work stoppages, slowdowns, picketing, hand billing or other labor disputes against the Company, its Subsidiaries or, to the Knowledge of the Company, the Joint Venture Entities. (d) The Company, its Subsidiaries and the Joint Venture Entities have satisfied any pre-signing legal or contractual requirement to provide notice to, or to enter into any consultation procedure with, any labor union, labor organization or works council, which is representing any employee, in connection with the execution of this Agreement or the transactions contemplated by this Agreement. (e) The Company, its Subsidiaries and the Joint Venture Entities are in material compliance with all applicable laws respecting employment and employment practices, including all Laws respecting terms and conditions of employment, health and safety, wages and hours, child labor, immigration, employment discrimination, disability rights or benefits, equal opportunity, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues and unemployment insurance. (f) The Company, its Subsidiaries and, to the Knowledge of the Company, the Joint Venture Entities are not and have not been: (i) a “contractor” or “subcontractor” (as defined by Executive Order 11246), (ii) required to comply with Executive Order 11246 or any other applicable Law requiring affirmative action or other employment related actions for government contractors or subcontractors, or (iii) otherwise required to maintain an affirmative action plan with respect to United States employees. (g) To the Company’s Knowledge, no employee of the Company Partiesis in any respect in violation of any term of any employment agreement, threatened; nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, restrictive covenant or other obligation: (di) no to the Company or (ii) to a former employer of any such employee relating (A) to the right of any such employee to be employed by the Company or (B) to the knowledge or use of trade secrets or proprietary information. (h) The Company, its Subsidiaries and the Joint Venture Entities are not delinquent in any material amounts in payments to any employees or former employees for any services or amounts required to be reimbursed or otherwise paid. (i) Since January 1, 2018, the Company, its Subsidiaries and, to the Knowledge of the Company, the Joint Venture Entities have not received (i) notice of any unfair labor practice charge or complaint pending or threatened before the National Labor Relations Board or any other Governmental Authority against them, (ii) notice of any complaints, grievances or arbitrations arising out of any collective bargaining agreement or any other complaints, grievances or arbitration procedures against them, (iii) notice of any charge or complaint with respect to or relating to them pending before the Equal Employment Opportunity Commission or any other Governmental Authority responsible for the prevention of unlawful employment practices, (iv) notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health Laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, or (v) notice of any complaint, charge lawsuit or Legal other Proceeding by pending or before threatened in any Governmental Body brought forum by or on behalf of any employeepresent or former employee of such entities, prospective employeeany applicant for employment or classes of the foregoing alleging breach of any express or implied contract of employment, former employee, retiree, labor organization any applicable Law governing employment or the termination thereof or other representative discriminatory, wrongful or tortious conduct in connection with the employment relationship. (j) Since January 1, 2018, the Company, its Subsidiaries and the Joint Venture Entities have been in compliance with all notice and other requirements under the Worker Adjustment and Retraining Notification Act and any similar foreign, state or local law relating to plant closings and layoffs. (k) To the Knowledge of the Company, no current employee of the Company, its employees Subsidiaries or the Joint Venture Entities, who is pending at the level of Vice President or threatened against higher, intends to terminate his or her employment. (l) The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in any breach or other violation of any collective bargaining agreement, employment agreement, consulting agreement or any other labor-related agreement to which any of the Acquired Companies Company, its Subsidiaries or any third the Joint Venture Entities is a party which manages or operates any bound. (m) None of the Properties Company, its Subsidiaries or Space Leases the Joint Venture Entities is party to a settlement agreement with respect to the employees at such Properties a current or Space Leases; (e) no grievance is pending orformer officer, to the knowledge employee or independent contractor of the Company PartiesCompany, threatened against any its Subsidiaries or the Joint Venture Entities that has been entered into since January 1, 2018 and involves allegations relating to sexual harassment by either (i) an officer of the Acquired Companies Company, its Subsidiaries or any third party which manages the Joint Venture Entities or operates any (ii) an employee of the Properties Company, its Subsidiaries or Space Leases with respect to the employees Joint Venture Entities at such Properties the level of Vice President or Space Leases; and (f) none above. To the Knowledge of the Acquired Companies or Company, since January 1, 2018, no allegations of sexual harassment have been made against (i) any third party which manages or operates any officer of the Properties Company, its Subsidiaries or Space Leases with respect to the employees at such Properties Joint Venture Entities or Space Leases, are a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body relating to employees or employment practices. Except as set forth in Section 4.14 (ii) an employee of the Disclosure LetterCompany, there are no grants its Subsidiaries or subsidies from any Governmental Body to any Acquired Company related to employment, employee training and/or employment practices that are subject to any repayment obligation on the part Joint Venture Entities at a level of any Acquired CompanyVice President or above.

Labor Matters. (a) Sellers have made available to Buyer a schedule setting forth the following information for each Property Employee as of June 13, 2013: title, department, full-time/part-time status, pay type, date of hire, salary/wage rate, job grade and target bonus percentage. (b) Except as set forth in Section 4.14 6.12(b) of the Company Disclosure Letter: , (ai) none of the Acquired Companies each Company is not and has not been a party to or any third party which manages is, bound by, or operates any of the Properties or Space Leases otherwise obligated with respect to the employees at such Properties or Space Leases, are party to, or bound by, any collective bargaining agreement, contract or other labor union contract, trade union agreement or understanding with foreign works council contract (any such arrangement, a labor union or labor organization; nor is any application for certification with respect to a union-organizing campaign outstanding; nor has any request for recognition by a labor union or labor organization been made to any “Labor Agreement”), (ii) (x) as of the Acquired Companies or to any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (b) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases is the subject of any Legal Proceeding asserting that any of the Acquired Companies or such third parties has committed an Effective Date, there are no unfair labor practice charges, complaints or seeking petitions for elections pending against any Company before the National Labor Relations Board, or any similar Governmental Entity, or of which any Company has received written notice, and (y) there are no such charges, complaints or petitions that commence, or of which any Company receives written notice, between the Effective Date and the Closing Date, that subject the Companies to compel it Liability not otherwise taken into account in the determination of Final Working Capital that is final, binding and conclusive for purposes of this Agreement pursuant to bargain Section 3.2(b) that, in the aggregate with any labor organization as to wages or conditions Liabilities described in Section 6.9(a)(ii), is in excess of employmentSeven Hundred Fifty Thousand Dollars ($750,000); (ciii) there is no strike, slowdown, work stoppage or other labor dispute involving any of the Acquired Companieslockout, affecting any of the Properties or Space Leases pending or, to the knowledge of the Company PartiesSellers’ knowledge, threatened; (d) no complaintthreat thereof, charge or Legal Proceeding by or before any Governmental Body brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of its employees is pending or threatened against any of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to any Property Employees, that, individually or in the employees at aggregate, would be reasonably likely to have a Company Material Adverse Effect, and no such Properties strike, slowdown, work stoppage, lockout by or Space Leases; (e) no grievance is pending or, to the knowledge of the Company Parties, threatened against any of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to any Property Employees has occurred in the past five years. Buyer acknowledges that UNITE HERE, Local 74 represents approximately 500 employees at such Properties or Space Leases; the Casino, and (f) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases good faith negotiations are continuing on an ongoing basis with respect to a collective bargaining agreement. The representations and warranties included in this Section 6.12(b) shall be the employees at such Properties sole and exclusive representations and warranties of Sellers with respect to unfair labor practice charges, complaints or Space Leases, are a party to, petitions for elections pending against any Company before the National Labor Relations Board or otherwise bound by, any consent decree with, or citation by, any similar Governmental Body relating to employees or employment practices. Except as set forth in Section 4.14 of the Disclosure Letter, there are no grants or subsidies from any Governmental Body to any Acquired Company related to employment, employee training and/or employment practices that are subject to any repayment obligation on the part of any Acquired CompanyEntity.

Labor Matters. Except as set forth in Section 4.14 of the Disclosure Letter: (a1) none of the Acquired Companies or any third party which manages or operates Neither Agouron nor any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are its Subsidiaries is a party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization; (2) to the Knowledge of Agouron, neither Agouron nor is any application for certification with respect to a union-organizing campaign outstanding; nor has any request for recognition by a labor union or labor organization been made to any of the Acquired Companies or to any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (b) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases its Subsidiaries is the subject of any Legal Proceeding proceeding asserting that it or any of the Acquired Companies or such third parties Subsidiary has committed an unfair labor practice or sex, age, race or other discrimination or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; (c3) there is are no strikecurrent or threatened organizational activities or demands for recognition by a labor organization seeking to represent employees of Agouron or any Subsidiary, work stoppage or other labor dispute involving any of strike and no such activities have occurred during the Acquired Companies, affecting any of the Properties or Space Leases pending or, to the knowledge of the Company Parties, threatenedpast 24 months; (d4) no complaintgrievance, charge arbitration, complaint or Legal Proceeding by or before any Governmental Body brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of its employees is pending or threatened against any of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (e) no grievance investigation is pending or, to the knowledge Knowledge of the Company PartiesAgouron, threatened against Agouron or any of its Subsidiaries which, individually or in the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases aggregate, would reasonably be expected to have a Material Adverse Effect with respect to Agouron; (5) to the Knowledge of Agouron, Agouron and each Subsidiary is in compliance with all applicable laws (domestic and foreign), agreements, contracts, and policies relating to employment, employment practices, wages, hours, and terms and conditions of employment except for failures so to comply, if any, that individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect with respect to Agouron; (6) Agouron has complied in all material respects with its payment obligations to all employees at of Agouron and its Subsidiaries in respect of all wages, salaries, commissions, bonuses, benefits and other compensation due and payable to such Properties employees under any Agouron policy, practice, agreement, plan, program or Space Leasesany statute or other law; (7) Agouron is not liable for any severance pay or other payments to any employee or former employee arising from the termination of employment under any benefit or severance policy, practice, agreement, plan, or program of Agouron, nor to the Knowledge of Agouron will Agouron have any liability which exists or arises, or may be deemed to exist or arise, under any applicable law or otherwise, as a result of or in connection with the transactions contemplated hereunder or as a result of the termination by Agouron of any persons employed by Agouron or any of its Subsidiaries on or prior to the Effective Time of the Merger except as required by Code Section 4980B; and (f) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases 8) Agouron is in compliance with respect its obligations pursuant to the employees at such Properties Worker Adjustment and Retraining Notification Act of 1988 ("WARN") and part 6 and 7 of Title I of ERISA, to the extent applicable, and all other employee notification and bargaining obligations arising under any collective bargaining agreement or Space Leases, are a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body relating to employees or employment practices. Except as set forth in Section 4.14 of the Disclosure Letter, there are no grants or subsidies from any Governmental Body to any Acquired Company related to employment, employee training and/or employment practices that are subject to any repayment obligation on the part of any Acquired Companystatute.

Labor Matters. Except as set forth in Section 4.14 of the Disclosure Letter: (a) Neither the Company nor any of its Subsidiaries is a party to (including through membership in an employer's association), or bound by (including for the avoidance of doubt being bound by any Governmental Order (e.g., declaration of generally applicability (Allgemeinverbindlichkeitserklärung) under German Law)), any Labor Agreement, nor is there any duty or obligation on the part of the Company or any of its Subsidiaries to consult or bargain with, receive consent from or notify any labor union, works council, labor organization or other employee representative, which is representing any employee of the Company or its Subsidiaries, in connection with the transaction as contemplated in this Agreement, prior to the execution of this Agreement. To the knowledge of the Company, none of the Acquired Companies Company's or any third party which manages of its Subsidiaries' employees are represented by any labor union, works council or operates labor organization with respect to their employment with the Company or any of its Subsidiaries. To the knowledge of the Company, in the past three years, there have been no activities or proceedings by any labor union, works council, other labor organization to organize any of the Properties Company's or Space Leases with respect to the employees at such Properties or Space Leases, are party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization; nor is any application for certification with respect to a union-organizing campaign outstanding; nor has any request for recognition by a labor union or labor organization been made to any of its Subsidiaries' employees. In the Acquired Companies or to any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (b) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases is the subject of any Legal Proceeding asserting that any of the Acquired Companies or such third parties past three years, there has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; (c) there is been no strike, work stoppage or other labor dispute involving any of the Acquired Companies, affecting any of the Properties or Space Leases pending actual or, to the knowledge of the Company, threatened unfair labor practices charge, material labor dispute, material labor grievance, material labor arbitration, strike, organized labor slowdown, lockout, material concerted refusal to work overtime, or organized labor work stoppage against or affecting the Company Parties, threatened; (d) no complaint, charge or Legal Proceeding by or before any Governmental Body brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of its employees Subsidiaries. (b) Except as would not result in a material Liability for the Company and its Subsidiaries, each individual, who is pending or threatened against any of providing or, within the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect past three years, has provided services to the employees at Company and its Subsidiaries as an individual independent contractor or consultant is or was properly classified and treated as such Properties for all applicable purposes. (c) The Company and its Subsidiaries are, and for the past three years have been, in compliance in all material respects with all applicable Laws regarding labor, employment and employment practices. Except as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, since December 31, 2019, there have been no sexual harassment allegations or Space Leases; (e) no grievance is pending employment discrimination allegations raised, brought or, to the knowledge of the Company PartiesCompany, threatened against to be brought, or settled relating to any officer, director, or executive of the Company or any of the Acquired Companies or its Subsidiaries other than any third party such allegations which manages or operates any of the Properties or Space Leases have been investigated and with respect to which the Company and its Subsidiaries (i) concluded there was no unlawful action or (ii) took prompt corrective action. (d) No facility closure or shutdown, reduction-in-force, furlough, short-time work, temporary layoff, material reduction in hours, or material reduction in salary or wages affecting employees at such Properties or Space Leases; and (f) none of the Acquired Companies Company or its Subsidiaries has occurred since March 31, 2020 or is currently contemplated, planned or announced, except for short-time work as a result of COVID-19 between April 1, 2020 and September 30, 2021. The Company and its Subsidiaries have not experienced any third party which manages or operates any of the Properties or Space Leases material employment-related liability with respect to COVID-19. The Company and its Subsidiaries have not experienced any material employment-related liability with respect to COVID-19. (e) To the employees at such Properties or Space Leases, are a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body relating to employees or employment practices. Except as set forth in Section 4.14 knowledge of the Disclosure LetterCompany, there are no grants current employee of the Company or subsidies from any Governmental Body its Subsidiaries with annualized compensation at or above €150,000, has provided notice of his or her intent to any Acquired Company related to employment, employee training and/or terminate his or her employment practices that are subject to any repayment obligation on the part of any Acquired Companyin calendar years 2022 or 2023.

Labor Matters. (a) Except as set forth in Section 4.14 3.12(a) of the Company Disclosure Letter: (a) none Schedules, the Company and its Subsidiaries are neither party to nor bound by any Collective Bargaining Agreement and no employees of the Acquired Companies Company or its Subsidiaries are represented by any third party which manages labor union, works council, or operates any of the Properties or Space Leases other labor organization with respect to their employment with the employees at such Properties Company or Space Leasesits Subsidiaries. Current, are party correct and complete copies of any Collective Bargaining Agreements set forth in Section 3.12(a) of the Company Disclosure Schedules have been provided to Parent. (b) During the three years prior to the date of this Agreement, there have been no actual or, to the Knowledge of the Company, threatened strikes, lockouts, work stoppages, slowdowns, picketing, handbilling, unfair labor practice charges, material labor grievances, material labor arbitrations or other labor disputes against or affecting the Company or any of its Subsidiaries. To the Knowledge of the Company, in the past three years, there has been no union organizing effort or activity pending or threatened against the Company or any of its Subsidiaries. The Company and its Subsidiaries have satisfied in all material respects any legal or contractual requirements to provide notice to, or bound byto enter into any consultation procedure with, any collective bargaining agreementlabor union, contract or other agreement or understanding with a labor union or labor organization; nor is any application for certification with respect to a union-organizing campaign outstanding; nor has any request for recognition by a labor union or labor organization been made to or works council, which is representing any employee of the Acquired Companies Company or to any third party which manages its Subsidiaries, in connection with the execution of this Agreement or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (b) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases is the subject of any Legal Proceeding asserting that any of the Acquired Companies or such third parties has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; transactions contemplated by this Agreement. (c) there is no strikeExcept as would not be, work stoppage individually or other labor dispute involving any in the aggregate, material to the Company and its Subsidiaries, taken as a whole, during the three years prior to the date of this Agreement, to the Knowledge of the Acquired CompaniesCompany, affecting (i) no allegations of sexual harassment, other sexual misconduct or discrimination have been made against any employee of the Properties Company with the title of director, Vice President or Space Leases above, (ii) there are no Actions, suits, investigations or proceedings pending or, to the knowledge Knowledge of the Company, threatened related to any allegations of sexual harassment, other sexual misconduct or unlawful discrimination by any employee of the Company Partieswith the title of director, threatened; Vice President or above and (iii) neither the Company nor any of its Subsidiaries has entered into any settlement agreements related to allegations of sexual harassment, other sexual misconduct or discrimination by any employee of the Company with the title of director, Vice President or above. (d) no complaintThe Company and each of its Subsidiaries is and since February 1, charge 2021 has been in compliance in all material respects with all applicable Laws respecting labor, employment and employment practices, including all Laws respecting terms and conditions of employment, health and safety, wages and hours (including the classification of independent contractors and exempt and non-exempt employees), immigration (including the completion of Forms I-9 for all U.S. employees and the proper confirmation of employee visas), employment discrimination, harassment, retaliation, restrictive covenants, pay transparency, disability rights or Legal Proceeding by benefits, equal opportunity, plant closures and layoffs (including the WARN Act), outsourced labor or before any Governmental Body brought by or on behalf of any employeeworkforce, prospective employee, former employee, retireeworkers' compensation, labor organization or other representative of its employees is pending or threatened against any of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (e) no grievance is pending or, to the knowledge of the Company Parties, threatened against any of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; and (f) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body relating to employees or employment practices. Except as set forth in Section 4.14 of the Disclosure Letter, there are no grants or subsidies from any Governmental Body to any Acquired Company related to employmentrelations, employee training and/or leave issues, employee trainings and notices, affirmative action, unemployment insurance, automated employment practices that are subject to any repayment obligation on the part of any Acquired Companydecision tools and other artificial intelligence.

Labor Matters. Except as set forth in Section 4.14 of the Disclosure Letter: (a) none The Company and its Subsidiaries are in compliance with their obligations pursuant to all notification and bargaining obligations arising under any Company Labor Agreements, except as would not have, individually or in the aggregate, a Company Material Adverse Effect. (b) Except as would not reasonably be expected to result in, individually or in the aggregate, material liability to the Company and its Subsidiaries, taken as a whole, as of the Acquired Companies date of this Agreement (i) there are no strikes or any third party which manages or operates any of the Properties or Space Leases lockouts with respect to any employees of the employees at such Properties Company or Space Leases, are party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization; nor is any application for certification with respect to a union-organizing campaign outstanding; nor has any request for recognition by a labor union or labor organization been made to any of its Subsidiaries; (ii) to the Acquired Companies Knowledge of the Company, there is no union organizing effort pending or to any third party which manages threatened against the Company or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leasesits Subsidiaries; (b) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases is the subject of any Legal Proceeding asserting that any of the Acquired Companies or such third parties has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; (ciii) there is no strike, work stoppage or other labor dispute involving any of the Acquired Companies, affecting any of the Properties or Space Leases labor arbitration proceeding pending or, to the knowledge Knowledge of the Company, threatened against the Company Partiesor any of its Subsidiaries (other than, threatened; (d) no complaintin each case, charge or Legal Proceeding by or before any Governmental Body routine grievances, including those brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization unions or other representative of its employees collectively represented employees, to be heard by the applicable Governmental Entity); and (iv) there is pending no slowdown, or threatened against any of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (e) no grievance is pending work stoppage in effect or, to the knowledge Knowledge of the Company, threatened with respect to employees of the Company Partiesor any of its Subsidiaries. (c) Except as would not have, threatened against individually or in the aggregate, a Company Material Adverse Effect, since December 31, 2022, the Company and its Subsidiaries have complied in all respects with all applicable Laws with respect to employment and employment practices (including all applicable Laws, rules and regulations regarding wage and hour requirements, employee and worker classification, immigration status, discrimination in employment, harassment, employee health and safety, and collective bargaining). (d) The consent or consultation of, or the rendering of formal advice by, any labor or trade union, works council or similar organization is not required for the Company to enter into this Agreement or to consummate any of the Acquired Companies transactions contemplated hereby other than any consent, consultation or any third party formal advice, the failure of which manages to obtain or, in the case of consultation, engage in, would not delay or operates any prevent the consummation of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; and (f) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body relating to employees or employment practices. Except as set forth in Section 4.14 of the Disclosure Letter, there are no grants or subsidies from any Governmental Body to any Acquired Company related to employment, employee training and/or employment practices that are subject to any repayment obligation on the part of any Acquired Companytransactions contemplated by this Agreement.

Labor Matters. Except as set forth in Section 4.14 of the Disclosure Letter: (a) none Neither the Company nor any of its Affiliates nor, to the Acquired Companies or any third party which manages or operates Company’s knowledge, any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are Managed Practices is a party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization; nor is . To the Company’s knowledge, there are no pending material representation petitions involving either the Company or any application for certification with respect of its Affiliates or, to a union-organizing campaign outstanding; nor has any request for recognition by a labor union or labor organization been made to the Company’s knowledge, any of the Acquired Companies Managed Practices before the National Labor Relations Board or any state labor board. Neither the Company nor any of its Affiliates nor, to any third party which manages or operates the Company’s knowledge, any of the Properties or Space Leases with respect Managed Practices is subject to the employees at such Properties or Space Leases; (b) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases is the subject of any Legal Proceeding asserting that any of the Acquired Companies or such third parties has committed an material unfair labor practice charge or seeking to compel it to bargain with any labor organization complaint, dispute, strike or work stoppage. Except as to wages or conditions of employment; (c) there is no strike, work stoppage or other labor dispute involving any set forth on Section 3.15 of the Acquired Companies, affecting any of the Properties or Space Leases pending orCompany Disclosure Schedule, to the knowledge of the Company PartiesCompany, threatened; (d) there are no complaint, charge or Legal Proceeding by or before any Governmental Body brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of its employees is pending or threatened against any of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases organizational efforts with respect to the formation of a collective bargaining unit presently being made or threatened involving employees at such Properties of the Company or Space Leases; any of its Affiliates or any of the Managed Practices. (eb) no grievance is pending orThe Company and each of its Affiliates and, to the knowledge of the Company PartiesCompany, threatened against any each of the Acquired Companies or any third party which manages or operates any Managed Practices to the knowledge of the Properties Company, the Managed Practices are in compliance, in all material respects, with all employment agreements, consulting and other service contracts, written employee or Space Leases with respect human resources personnel policies (to the employees at such Properties extent they contain enforceable obligations), handbooks or Space Leases; manuals, and (f) none severance or separation agreements, except in each case that would not, individually or in the aggregate, be material to the Company and its Affiliates, taken as a whole. The Company and each of its Affiliates and, to the knowledge of the Acquired Companies or any third party which manages or operates any Company, each of the Properties or Space Leases Managed Practices are in compliance in all material respects with respect to the employees at such Properties or Space Leases, are a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body relating to employees or employment practices. Except as set forth in Section 4.14 of the Disclosure Letter, there are no grants or subsidies from any Governmental Body to any Acquired Company applicable Laws related to employment, employee training and/or employment practices practices, wages, hours and other terms and conditions of employment, except in each case that are would not, individually or in the aggregate, be material to the Company and its Affiliates, taken as a whole. As of the date of this Agreement, neither the Company nor any of its Affiliates has a material labor or employment dispute currently subject to any repayment obligation on grievance procedure, arbitration or litigation, or to the part knowledge of any Acquired the Company, threatened against it.

Labor Matters. Except as set forth in Section 4.14 of the Disclosure Letter: (a) none To the best of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases Parent's and each Seller's knowledge, there have been no union organizing efforts with respect to any Company conducted within the employees at such Properties or Space Leases, last three years and there are party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization; nor is any application for certification none now being conducted with respect to any Company. The Companies have not at any time during the three years prior to the date of this Agreement had, nor, to the best of Parent's and each Seller's knowledge, is there now threatened, a union-organizing campaign outstanding; nor has any request for recognition by a strike, work stoppage, work slowdown or other material labor union or labor organization been made to any of the Acquired Companies or to any third party which manages or operates any of the Properties or Space Leases dispute with respect to or affecting the employees at such Properties or Space Leases; (b) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases is the subject of any Legal Proceeding asserting that any of the Acquired Companies or such third parties has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; (c) there is no strike, work stoppage or other labor dispute involving any of the Acquired Companies, affecting any of the Properties or Space Leases pending or, to the knowledge of the Company Parties, threatened; (d) no complaint, charge or Legal Proceeding by or before any Governmental Body brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of its employees is pending or threatened against any of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (e) no grievance is pending or, to the knowledge of the Company Parties, threatened against any of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; and (f) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body relating to employees or employment practicesBusiness. Except as set forth in Section 4.14 on Schedule 2.19, (i) no employee of any Company is represented by any union or other labor organization; (ii) there is no charge or complaint, including any unfair labor practice charge or any claim of discrimination, which is pending with any Governmental Entity or, to the best of Parent's and each Seller's knowledge, threatened against any Company relating to any of its employees; and (iii) there is no commitment or agreement to increase wages or modify the terms and conditions of employment of employees of any Company other than ordinary course of the Disclosure Letter, there are no grants or subsidies from any Governmental Body to any Acquired Company related to employment, employee training and/or employment practices that are subject to any repayment obligation on the part Business consistent with past practice. Parent and Sellers have provided Buyer with copies of any Acquired collective bargaining agreement or other agreement with any union or other labor organization representing employees of any Company. (b) Within six months prior to the date hereof, (i) no Company has effectuated (x) a "plant closing" (as defined in the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of the Business or (y) a "mass layoff" (as defined in the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of the Business, (ii) no Company has been affected by any transaction or engaged in layoffs or employment terminations with respect to the Business sufficient in number to trigger application of any similar foreign, state or local law, and (iii) none of the Companies' employees has suffered an "employment loss" (as defined in the WARN Act).

Labor Matters. Except as set forth disclosed in Section 4.14 3.12 of the Company Disclosure Letter: Letter or as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect: (a) none of neither the Acquired Companies or any third party which manages or operates Company nor any of the Properties other Group Companies is party to or Space Leases bound by any collective bargaining agreement or other Contract with any labor organization, labor union, or works council; (b) since May 17, 2019, (i) no labor union, works council, other labor organization, or group of employees of the Company or any of the other Group Companies has made a demand to the Company or any of the other Group Companies for recognition or certification; (ii) there are no representation or certification proceedings presently pending or, to the Knowledge of the Company, threatened to be brought or filed with any labor relations tribunal or authority; and (iii) to the Knowledge of the Company, there have been no labor organizing activities with respect to any employees of the Company or any of the other Group Companies; (c) there are no active, nor, to the Knowledge of the Company, threatened, labor strikes, slowdowns, work stoppages, handbillings, pickets, walkouts, lockouts or other material labor disputes or material labor Actions with respect to the employees at such Properties of the Group or Space Leases, are party to, against or bound by, any collective bargaining agreement, contract affecting the Company or other agreement or understanding with a labor union or labor organization; nor is any application for certification with respect to a union-organizing campaign outstanding; nor has any request for recognition by a labor union or labor organization been made to any of the Acquired other Group Companies, nor, to the Knowledge of the Company, have there been any such activities since May 17, 2019; (d) the Company and the other Group Companies are, and since May 17, 2019 have been, in compliance with all applicable Laws governing or concerning labor relations, employment and employment practices; and (e) to the Knowledge of the Company, no current or former directors or officers of the Company or any of the other Group Companies is in any material respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, non-solicitation agreement, restrictive covenant or other obligation: (i) owed to the Company or any of the other Group Companies, or (ii) owed to any third party which manages with respect to such person’s right to be employed or operates engaged by the Company or any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (b) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases is the subject of any Legal Proceeding asserting that any of the Acquired Companies or such third parties has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; (c) there is no strike, work stoppage or other labor dispute involving any of the Acquired Group Companies, affecting any of the Properties or Space Leases pending or, to the knowledge of the Company Parties, threatened; (d) no complaint, charge or Legal Proceeding by or before any Governmental Body brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of its employees is pending or threatened against any of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (e) no grievance is pending or, to the knowledge of the Company Parties, threatened against any of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; and (f) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body relating to employees or employment practices. Except as set forth in Section 4.14 of the Disclosure Letter, there are no grants or subsidies from any Governmental Body to any Acquired Company related to employment, employee training and/or employment practices that are subject to any repayment obligation on the part of any Acquired Company.

Labor Matters. Except as set forth in Section 4.14 of the Disclosure Letter: (ai) none of the Acquired Companies or any third (x) The Company is not a party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are party to, or bound by, any collective bargaining agreement, contract agreements or other agreement material contracts or understanding with a labor union or labor organization; nor is any application for certification with respect to a union-organizing campaign outstanding; nor has any request for recognition by a labor union or labor organization been made to any of the Acquired Companies or to any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (b) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases is the subject of any Legal Proceeding asserting that any of the Acquired Companies or such third parties has committed an unfair labor practice or seeking to compel it to bargain agreements with any labor organization as or other representative of employees. The Company Subsidiaries are in compliance with each of the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to wages or conditions which any of employment; the Company Subsidiaries is a party except where the failure to comply has not had a material adverse effect on the Company and the Company has made available to Parent a listing of all employees covered by each of such agreements and their classifications thereunder (cincluding the location for classifications that are not Company-wide); (ii) there is no strike, work stoppage material unfair labor practice charge or other labor dispute involving any of the Acquired Companies, affecting any of the Properties or Space Leases complaint pending or, to the knowledge of the Company PartiesCompany, threatened; (d) no complaint, charge with regard to employees of the Company or Legal Proceeding by or before any Governmental Body brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of its employees is pending or threatened against any of the Acquired Companies Company Subsidiaries; (iii) there is no labor strike, material slowdown, material work stoppage or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (e) no grievance is pending other material labor controversy in effect or, to the knowledge of the Company PartiesCompany, threatened against the Company or any of the Acquired Companies Company Subsidiaries; (iv) no union certification or any third party which manages decertification petition has been filed (with service of process having been made on the Company or operates any of the Properties or Space Leases with respect Company Subsidiaries), or, to the employees at such Properties or Space Leases; and (f) none knowledge of the Acquired Companies Company, threatened (or any third party which manages pending without service of process having been made on the Company or operates any of the Properties Company Subsidiaries), that relates to employees of the Company or Space Leases with respect any of the Company Subsidiaries and, to the Company's knowledge, no union authorization campaign has been conducted, within the past twenty-four months; (v) no grievance proceeding or arbitration proceeding arising out of or under any collective bargaining agreement is pending (with service of process having been made on the Company or any of the Company Subsidiaries), or, to the knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Affiliates), against the Company or any of the Company Subsidiaries related to any of their employees at such Properties or Space Leases, are other than proceedings that would not have a material adverse effect on the Company; (vi) neither the Company nor any of the Company Subsidiaries is a party to, or is otherwise bound by, any consent decree with, or citation by, with any Governmental Body Entity relating to employees or employment practices. Except as set forth in Section 4.14 practices of the Disclosure LetterCompany or any of the Company Subsidiaries other than consent decrees that would not have a material adverse effect on the Company; and (vii) the Company and each of the Company Subsidiaries is in compliance with all applicable agreements, there are no grants or subsidies from any Governmental Body to any Acquired Company related contracts and policies relating to employment, employee training and/or employment practices that are subject practices, wages, hours and terms and conditions of employment of the employees, except where the failure to any repayment obligation be in compliance with each such agreement, contract and policy would not, either singly or in the aggregate, have a material adverse effect on the part of any Acquired Company.

Labor Matters. (a) Schedule 5.30 identifies all collective bargaining agreements covering Employees of Sellers (collectively, the “Collective Bargaining Agreements”). The Company made available to Purchaser correct and complete copies of all such Collective Bargaining Agreements including any amendments or supplements thereto or related agreements(including any side letter, supplemental agreement or memorandum of understanding that would materially alter a Collective Bargaining Agreement). The Company has informed Purchaser of all material communications and current written proposals of the Sellers, or any union in all ongoing negotiations with representatives of any unions representing any organized employee groups and all material matters on which any tentative agreements have been reached in the course of such negotiations. (b) The Company has made available to Purchaser a true, correct and complete list of all employees (including inactive employees and employees on leave) and independent contractors of the Sellers who are members of an organized labor unit or union covered by any of the Collective Bargaining Agreements, their current respective positions or job classifications and their current respective wage scales or salaries, as the case may be. (c) Except as set forth in Section 4.14 Schedule 5.30(c): (i) None of the Disclosure Letter: Sellers has breached or otherwise failed to comply in any material respect with any provision of any Collective Bargaining Agreement or other labor union contract applicable to persons employed by Sellers (a) none because of the Acquired Companies transactions contemplated by this Agreement or otherwise), and there are no material grievances outstanding against any Seller under any such agreement or contract; (ii) As of the date hereof, to the Knowledge of Sellers, there is no union organizing activity, petition or application pending before the National Labor Relations Board or other labor relations boards or tribunals seeking certification or any third party which manages or operates any change in certification of the Properties or Space Leases a labor union with respect to the any employees at such Properties or Space Leases, are party to, or bound by, of any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization; nor is any application for certification with respect to a union-organizing campaign outstanding; nor has any request for recognition by a labor union or labor organization been made to any Seller; (iii) As of the Acquired Companies or to any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (b) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases is the subject of any Legal Proceeding asserting that any of the Acquired Companies or such third parties has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; (c) date hereof, there is no strike, slowdown, work stoppage stoppage, labor action or other labor dispute involving any of the Acquired Companieslockout, affecting any of the Properties or Space Leases pending or, to the knowledge Knowledge of Sellers, express threat thereof, by or with respect to any employees of Sellers; and (iv) As of the Company Partiesdate hereof, threatened; (d) no Sellers have received any written notice of any, and to the Knowledge of Sellers, there is no unfair labor practice or analogous complaint, charge application or Legal Proceeding by claim against any Seller pending before the National Labor Relations Board or any similar board or agency or before any Governmental Body brought by or on behalf court of any employee, prospective employee, former employee, retiree, labor organization or other representative of its employees is pending or threatened against any of the Acquired Companies competent jurisdiction or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (e) no grievance is pending or, to the knowledge of the Company Parties, threatened against any of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; and (f) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body relating to employees or employment practices. Except as set forth in Section 4.14 of the Disclosure Letter, there are no grants or subsidies from any Governmental Body to any Acquired Company related to employment, employee training and/or employment practices that are subject to any repayment obligation on the part of any Acquired Companyother forum.

Labor Matters. (a) Except as set forth in Section 4.14 of on Schedule 2.12, neither the Disclosure Letter: (a) none of the Acquired Companies or any third party which manages or operates Company nor any of the Properties or Space Leases with respect its Subsidiaries is a party to the employees at such Properties or Space Leases, are party to, or bound by, any collective bargaining agreement, contract agreement or other labor union contract applicable to persons employed by the Company or its Subsidiaries nor does the Company have knowledge of any activities or proceedings of any labor union to organize any such employees. Except as would not, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a whole, (i) there are no pending grievance or similar proceedings involving the Company or its Subsidiaries and any of its employees subject to a collective bargaining agreement or understanding with a other labor union or labor organization; nor is any application for certification with respect to a union-organizing campaign outstanding; nor has any request for recognition by a labor union or labor organization been made to any contract and (ii) there are no continuing obligations of the Acquired Companies Company or to any third party which manages or operates any of the Properties or Space Leases with respect its Subsidiaries pursuant to the employees at resolution of any such Properties or Space Leases; proceeding that is no longer pending. (b) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases is the subject of any Legal Proceeding asserting that any of the Acquired Companies or such third parties has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; (c) there is no strike, work stoppage or other labor dispute involving any of the Acquired Companies, affecting any of the Properties or Space Leases pending or, to To the knowledge of the Company, as of the date hereof, none of the officers of the Company Partiesor its Subsidiaries presently intends to terminate his or her employment with the Company. The Company and its Subsidiaries are in compliance in all material respects and, threatened; to the Company’s knowledge, each of its employees and consultants is in compliance in all material respects, with the terms of the respective employment and consulting agreements between the Company (or one of its Subsidiaries) and such individuals. (c) Except as would not, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and its Subsidiaries are in compliance with all Legal Requirements applicable to its employees, respecting employment, employment practices, terms and conditions of employment and wages and hours and is not liable for any arrears of wages or penalties with respect thereto, (ii) all amounts that the Company or any of its Subsidiaries is legally or contractually required either (x) to deduct from its employees’ salaries or to transfer to such employees’ pension or provident, life insurance, incapacity insurance, continuing education fund or other similar funds or (y) to withhold from its employees’ salaries and benefits and to pay to any Governmental Entity as required by applicable Legal Requirements have, in each case, been duly deducted, transferred, withheld and paid, and the Company and its Subsidiaries do not have any outstanding obligation to make any such deduction, transfer, withholding or payment, and (iii) there are no pending, or to the Company’s knowledge, threatened or reasonably anticipated claims or actions against the Company or any of its Subsidiaries by any employee in connection with such employee’s employment or termination of employment by the Company or any of its Subsidiaries. (d) no complaintExcept as would not, charge individually or Legal Proceeding by or before any Governmental Body brought by or on behalf of any employeein the aggregate, prospective employee, former employee, retiree, labor organization or other representative of its employees is pending or threatened against any of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect be material to the employees at such Properties Company and its Subsidiaries, taken as a whole, no employee or Space Leases; (e) no grievance is pending or, to the knowledge former employee of the Company Parties, threatened against or any of its Subsidiaries is owed any wages, benefits or other compensation for past services that has not yet been paid or reimbursed (other than wages, benefits and compensation accrued in the Acquired Companies ordinary course of business during the current pay period and any accrued benefits for services, which by their terms or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; and (f) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leasesunder applicable law, are a party topayable in the future, or otherwise bound bysuch as accrued vacation, any consent decree with, or citation by, any Governmental Body relating to employees or employment practices. Except as set forth in Section 4.14 of the Disclosure Letter, there are no grants or subsidies from any Governmental Body to any Acquired Company related to employment, employee training and/or employment practices that are subject to any repayment obligation on the part of any Acquired Companyrecreation leave and severance pay).

Labor Matters. Except as set forth in (a) Section 4.14 of the Disclosure Letter: (a) none Schedule sets forth a list of all employment, labor or collective bargaining agreements to which the Company or any subsidiary is party and except as set forth therein, there are no employment, labor or collective bargaining agreements which pertain to employees of the Acquired Companies Company or any third of its subsidiaries. The Company has heretofore made available to the Parent true and complete copies of (i) the employment agreements listed on Section 4.14 of the Disclosure Schedule and (ii) the labor or collective bargaining agreements listed on Section 4.14 of the Disclosure Schedule, together with all amendments, modifications, supplements and side letters affecting the duties, rights and obligations of any party which manages thereunder. (b) No employees of the Company or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, its subsidiaries are party to, or bound by, represented by any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization; nor is no labor organization or group of employees of the Company or any application for certification with respect to of its subsidiaries has made a union-organizing campaign outstanding; nor has any request pending demand for recognition by or certification; and, to the Company's Knowledge, there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board or any other labor union relations tribunal or labor organization been made to authority. To the Company's Knowledge, there are no organizing activities involving the Company or any of the Acquired Companies or to any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (b) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases is the subject of any Legal Proceeding asserting that any of the Acquired Companies or such third parties has committed an unfair labor practice or seeking to compel it to bargain its subsidiaries pending with any labor organization as to wages or conditions group of employment; employees of the Company or any of its subsidiaries. (c) there is There are no strikeunfair labor practice charges, work stoppage grievances or other labor dispute involving any of the Acquired Companies, affecting any of the Properties complaints pending or Space Leases pending or, to the knowledge of the Company Parties, threatened; (d) no complaint, charge or Legal Proceeding by or before any Governmental Body brought threatened in writing by or on behalf of any employee, prospective employee, former employee, retiree, labor organization employee or other representative group of its employees is pending or threatened against any of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (e) no grievance is pending or, to the knowledge of the Company Parties, threatened against or any of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; and its subsidiaries. (fd) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body relating to employees or employment practices. Except as set forth disclosed in Section 4.14 4.11 of the Disclosure LetterSchedule, there are no grants complaints, charges or subsidies from claims against the Company or any of its subsidiaries pending, or threatened in writing to be brought or filed, with any Governmental Body Entity or arbitrator based on, arising out of, in connection with, or otherwise relating to any Acquired Company related to employment, employee training and/or the employment practices that are subject to any repayment obligation on the part or termination of employment of any Acquired Companyindividual by the Company or any of its subsidiaries. (e) The Company and each of its subsidiaries is in compliance in all material respects with all Laws relating to the employment of labor, including all such Laws and orders relating to wages, hours, collective bargaining, discrimination, civil rights, safety and health workers' compensation and the collection and payment of withholding and/or Social Security Taxes and similar Taxes (as defined in Section 4.16). (f) There has been no "mass layoff" or "plant closing" as defined by the Worker Adjustment and Retraining Notification Act ("WARN") and any similar state or local "plant closing" law with respect to Seller Entity within the six (6) months prior to Closing.

Labor Matters. Except as set forth in Section 4.14 Sections 3.13 and 3.18 of the Company Disclosure Letter: Schedule, insofar as the operations of the Company and the Company Subsidiaries in the United States are concerned, as of the date of this Agreement (ai) there is no labor strike, dispute, slowdown, stoppage or lockout actually pending, or the to the knowledge of the Company, threatened against or affecting the Company or any of the Company Subsidiaries and during the past five years there has not been any such action, (ii) neither the Company nor any of the Company Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Company or any of the Company Subsidiaries, (iii) none of the Acquired Companies employees of the Company or any third party which manages or operates any of the Properties or Space Leases with respect to Company Subsidiaries is represented by any labor organization and the Company does not have any knowledge of any union organizing activities among the employees at such Properties of the Company or Space Leases, are party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization; nor is any application for certification with respect to a union-organizing campaign outstanding; nor has any request for recognition by a labor union or labor organization been made to any of the Acquired Companies Company Subsidiaries within the past five years, nor does any question concerning representation exist as of the date of this Agreement concerning such employees, (iv) there are no material written personnel policies, rules or procedures applicable to any third party which manages employees of the Company or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (b) none Company Subsidiaries, other than those set forth in Section 3.18 of the Acquired Companies or any third party Company Disclosure Schedule, true and correct copies of which manages or operates have heretofore been delivered to Purchaser, (v) neither the Company nor any of the Properties Company Subsidiaries has received any notice that it is not in compliance, in all material respects, with all applicable laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and is not engaged in any unfair labor practices as defined in the National Labor Relations Act or Space Leases with respect to the employees at such Properties or Space Leases is the subject other similar laws of any Legal Proceeding asserting that any of the Acquired Companies or such third parties has committed an jurisdiction, (vi) there is no unfair labor practice or seeking to compel it to bargain with any labor organization as to wages similar charge or conditions of employment; (c) there is no strike, work stoppage complaint against the Company or other labor dispute involving any of the Acquired Companies, affecting any of the Properties or Space Leases Company Subsidiaries pending or, to the knowledge of the Company PartiesCompany, threatened; threatened before the National Labor Relations Board or any similar state or foreign agency, (dvii) there is no complaint, charge or Legal Proceeding by or before any Governmental Body brought by or on behalf material grievance arising out of any employee, prospective employee, former employee, retiree, labor organization collective bargaining or similar agreement or other representative grievance procedure relating to any employee of its employees is pending the Company or threatened against any of the Acquired Companies Company Subsidiaries, (viii) to the knowledge of the Company, no charges with respect to or any third party which manages relating to the Company or operates any of the Properties Company Subsidiaries are pending before the Equal Employment Opportunity Commission or Space Leases any other federal, state, local or foreign agency responsible for the prevention of unlawful employment practices, (ix) neither the Company nor any of the Company Subsidiaries has received notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the employees at Company or any of the Company Subsidiaries and no such Properties investigation is in progress, and (x) there are no complaints, lawsuits or Space Leases; (e) no grievance is other proceedings pending or, to the knowledge of the Company PartiesCompany, threatened against in any forum by or on behalf of any present or former employee of the Company or any of the Acquired Companies Company Subsidiaries, any applicant for employment or any third party which manages or operates any classes of the Properties foregoing alleging breach of any express or Space Leases with respect to the employees at such Properties implied contract or Space Leases; and (f) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are a party to, or otherwise bound byemployment, any consent decree withlaws governing employment or the termination thereof or other discriminatory, wrongful or citation bytortuous conduct in connection with the employment relationship, any Governmental Body relating to employees or employment practices. Except as set forth except in Section 4.14 of the Disclosure Letter, there are no grants or subsidies from any Governmental Body to any Acquired each case which would not result in a Company related to employment, employee training and/or employment practices that are subject to any repayment obligation on the part of any Acquired CompanyMaterial Adverse Effect.

Labor Matters. Except as set forth in Section 4.14 of the Disclosure Letter: (a) none The Company and each of the Acquired Companies or its Subsidiaries are in compliance in all material respects with all applicable laws respecting employment, employment practices and occupational safety and health, terms and conditions of employment and wages and hours, and are not engaged in any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a unfair labor union or labor organization; nor is any application for certification with respect to a union-organizing campaign outstanding; nor has any request for recognition by a labor union or labor organization been made to any of the Acquired Companies or to any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leasespractices; (b) none of the Acquired Companies there are no actions, suits, claims or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases is the subject of any Legal Proceeding asserting that any of the Acquired Companies or such third parties has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; (c) there is no strike, work stoppage or other labor dispute involving any of the Acquired Companies, affecting any of the Properties or Space Leases grievances pending or, to the knowledge of the Company Partiesor any of its Subsidiaries, threatened, between the Company or any of its Subsidiaries and any of their respective employees, consultants or independent contractors, which actions, suits, claims or grievances have or would reasonably be expected to have a Company Material Adverse Effect; (c) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or other labor union contract applicable to persons employed by the Company or its Subsidiaries, nor does the Company or any of its Subsidiaries know of any activities or proceedings of any labor union to organize any such employees; and (d) no complaint, charge or Legal Proceeding by or before any Governmental Body brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of its employees is pending or threatened against any of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (e) no grievance is pending or, to the knowledge of the Company Parties, threatened against any of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; and (f) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body relating to employees or employment practices. Except as set forth in Section 4.14 of the Disclosure LetterCompany, there are no grants labor disputes, strikes, slowdowns, work stoppages, lockouts, or subsidies from any Governmental Body threats thereof, by or with respect to any Acquired employees of, or consultants or independent contractors to, the Company related or any of its Subsidiaries. No employee of the Company or any of its Subsidiaries (i) to employment, employee training and/or employment practices that are subject to any repayment obligation on the part Company's knowledge is in violation of any Acquired term of any patent disclosure agreement, non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Company or any of its Subsidiaries or to the use of trade secrets or proprietary information of others, or (ii) in the case of any key employee or group of key employees, has given notice as of the date of this Agreement to the Company or any of its Subsidiaries that such employee or any employee in a group of key employees intends to terminate his or her employment with the Company. Neither the Company nor any of its Subsidiaries has any material liability for (i) a plant closing, as defined in the Worker Adjustment and Retaining Notification Act of 1988, as amended ( the "WARN Act"), or (ii) a mass layoff, as defined in the WARN Act. Neither the Company nor any of its Subsidiaries is currently engaged in any layoffs or employment terminations sufficient in number to trigger application of any similar state, local or foreign law.

Labor Matters. Except as set forth in Section 4.14 (a) To their knowledge, none of the Disclosure Letter: Group Companies has any material Liability for any past due wages or other compensation for services (aincluding salaries, wage premiums, commissions, fees or bonuses) to their current or former employees and independent contractors under applicable Law, Contract or company policy, or any fines, Taxes, interest, penalties or other sums for failure to pay or delinquency in paying such compensation in a timely manner. Since the Lookback Date, (i) none of the Acquired Group Companies has or has had any third party which manages material Liability for any payment to any trust or operates other fund governed by or maintained by or on behalf of any of the Properties or Space Leases Governmental Entity with respect to the employees at such Properties or Space Leasesunemployment compensation benefits, are party tosocial security, or bound by, any collective bargaining agreement, contract social insurances or other benefits or obligations for any employees of any Group Company (other than routine payments to be made in the normal course of business and consistent with past practice); and (ii) the Group Companies have withheld all amounts required by applicable Law or by agreement to be withheld from wages, salaries and other payments to employees or understanding with a labor union independent contractors or labor organization; nor is any application for certification with respect other service providers of each Group Company, except as has not and would not reasonably be expected to a union-organizing campaign outstanding; nor has any request for recognition by a labor union result in, individually or labor organization been made to any of in the Acquired Companies or to any third party which manages or operates any of the Properties or Space Leases with respect aggregate, material Liability to the employees at such Properties or Space Leases; Group Companies. (b) none Since the Lookback Date, there has been no “mass layoff” or “plant closing” as defined by WARN related to any Group Company, and the Group Companies have not incurred any material Liability under WARN nor will they incur any Liability under WARN as a result of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases is the subject of any Legal Proceeding asserting that any of the Acquired Companies or such third parties has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; transactions contemplated by this Agreement. (c) there No Group Company is no strike, work stoppage a party to or other labor dispute involving bound by any of the Acquired Companies, affecting any of the Properties or Space Leases pending or, CBAs nor to the knowledge of the Company Parties, threatened; (d) no complaint, charge or Legal Proceeding by or before is there any Governmental Body brought by or duty on behalf the part of any employeeGroup Company to bargain or consult with, prospective employeeor provide notice or information to, former employee, retireeany labor organization, labor organization union, works council or other employee representative (each a “Union”) which is representing any employee of its employees is pending the Group Companies, or threatened against any applicable labor tribunal, in connection with the execution of this Agreement or the transactions contemplated by this Agreement. There are no CBAs or any other labor-related agreements or arrangements that pertain to any of the Acquired Companies or any third party which manages or operates any employees of the Properties or Space Leases with respect to Group Companies; and no employees of any Group Company are represented by a Union. Since the employees at such Properties or Space Leases; (e) Lookback Date, there has been no grievance is pending actual or, to the Company’s knowledge, threatened unfair labor practice charges, material grievances, material labor arbitrations, strikes, lockouts, work stoppages, slowdowns, picketing, hand billing or other material labor disputes against or affecting any Group Company. In the past five (5) years, no labor union, works council, other labor organization, or group of employees of the Group Companies has made a demand for recognition, and there are no representation proceedings presently pending or threatened to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority. To the Company’s knowledge, since the Lookback Date, there have been no pending or threatened labor organizing activities with respect to any employees of any Group Company. (d) To the knowledge of Company, the Group Companies are and for the last three years have been in compliance in all material respects with all applicable Laws respecting labor, employment and employment practices, including, without limitation, all laws respecting terms and conditions of employment, health and safety, wages and hours (including the classification of independent contractors and exempt and non-exempt employees), immigration (including the completion of I-9s for all employees and the proper confirmation of employee visas), harassment, discrimination and retaliation, disability rights or benefits, equal opportunity (including compliance with any affirmative action plan obligations), plant closures and layoffs (including WARN), COVID-19, workers’ compensation, labor relations, employee leave issues, and unemployment insurance. (e) To the Company’s knowledge, no current or former employee or independent contractor of any Group Company is in any material respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, restrictive covenant or other obligation: (i) owed to any Group Company; or (ii) owed to any third party with respect to such person’s right to be employed or engaged by the applicable Group Company. (f) No employee layoff, facility closure or shutdown (whether voluntary or by Order), reduction-in-force, furlough, temporary layoff, material work schedule change or reduction in hours, or reduction in salary or wages, or other workforce changes affecting employees of the Group Companies has occurred within the past six (6) months or is currently contemplated, planned or announced, including as a result of COVID-19 or any Law, Order, directive, guidelines or recommendations by any Governmental Entity in connection with or in response to COVID-19. The Group Companies have not otherwise experienced any material employment-related liability with respect to, arising out of or in connection with COVID-19. (g) To the Company’s knowledge, no executive officer or senior or management-level employee of any of the Group Companies has given notice of termination of employment or otherwise disclosed plans to terminate employment with any of the Group Companies within the twelve (12) month period following the date hereof. No officer, director, executive, employee, contractor or agent of the Group Companies has been accused in writing or, to the Company’s knowledge, orally, of any sexual harassment, sexual assault, other similar misconduct or sexual discrimination or other discrimination, retaliation or related policy violation allegation in connection with his or her employment or engagement with the Group Companies or otherwise during the last five (5) years. (h) The Group Companies have no employees other than those being shared with the Group Companies pursuant to the Employee Services Sharing Agreement described in Schedule 3.7(a). (i) Section 3.14(i) of the Company PartiesDisclosure Schedules contains a list of all independent contractors (including consultants) currently engaged by any Group Company, threatened against any along with the position, the entity engaging such Person, date of the Acquired Companies or any third party which manages or operates any retention and rate of the Properties or Space Leases with respect to the employees at remuneration for each such Properties or Space Leases; and (f) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body relating to employees or employment practicesPerson. Except as set forth in Section 4.14 3.14(i) of the Company Disclosure LetterSchedules, there all of such independent contractors are no grants a party to a written Contract with a Group Company. To the Knowledge of the Company, for the purposes of applicable Law, including the Code, all independent contractors who are currently, or subsidies from within the last six (6) years have been, engaged by a Group Company are bona fide independent contractors and not employees of a Group Company. Except as set forth in Section 3.14(i) of the Company Disclosure Schedules, each independent contractor is terminable on fewer than thirty (30) days’ notice, without any Governmental Body to any Acquired Company related to employment, employee training and/or employment practices that are subject to any repayment obligation on the part of any Acquired CompanyGroup Company to pay severance or a termination fee.

Labor Matters. (a) Except as set forth in Section 4.14 3.12(a) of the Company Disclosure Letter: (a) none Schedules, the Company and its Subsidiaries are neither party to nor bound by any Collective Bargaining Agreement and no employees of the Acquired Companies Company or its Subsidiaries are represented by any third party which manages labor union, works council, or operates any of the Properties or Space Leases other labor organization with respect to the employees at such Properties employment with the Company or Space Leasesits Subsidiaries. Current, are party correct and complete copies of any Collective Bargaining Agreements set forth in Section 3.12(a) of the Company Disclosure Schedules have been provided to Parent. (b) Since December 31, 2019, there have been no actual or, to the Knowledge of the Company, threatened material strikes, lockouts, work stoppages, slowdowns, picketing, handbilling or other labor disputes against or affecting the Company or any of its Subsidiaries. To the Knowledge of the Company, in the past three years, there has been no material union organizing effort or activity pending or threatened against the Company or any of its Subsidiaries. The Company and its Subsidiaries have satisfied in all material respects any legal or contractual requirements to provide notice to, or bound byto enter into any consultation procedure with, any collective bargaining agreementlabor union, contract or other agreement or understanding with a labor union or labor organization; nor is any application for certification with respect to a union-organizing campaign outstanding; nor has any request for recognition by a labor union or labor organization been made to or works council, which is representing any employee of the Acquired Companies Company or to any third party which manages its Subsidiaries, in connection with the execution of this Agreement or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (b) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases is the subject of any Legal Proceeding asserting that any of the Acquired Companies or such third parties has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; transactions contemplated by this Agreement. (c) there is no strikeExcept as would not have, work stoppage individually or other labor dispute involving any in the aggregate, a Company Material Adverse Effect, since December 31, 2019, to the Knowledge of the Acquired CompaniesCompany, affecting (i), no allegations of sexual harassment, other sexual misconduct or race discrimination have been made against any employee of the Properties Company with the title of Vice President or Space Leases above through the Company’s anonymous employee hotline or any formal human resources communication channels at the Company, (ii) there are no actions, suits, investigations or proceedings pending or, to the knowledge Knowledge of the Company, threatened related to any allegations of sexual harassment, other sexual misconduct or race discrimination by any employee of the Company Partieswith the title of director, threatened; Vice President or above and (diii) no complaint, charge or Legal Proceeding by or before neither the Company nor any Governmental Body brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of its employees is pending Subsidiaries has entered into any settlement agreements related to allegations of sexual harassment, other sexual misconduct or threatened against race discrimination by any of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (e) no grievance is pending or, to the knowledge employee of the Company Partieswith the title of Vice President or above (or equivalent title based on role, threatened against any of the Acquired Companies responsibility or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; and (f) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body relating to employees or employment practices. Except as set forth in Section 4.14 of the Disclosure Letter, there are no grants or subsidies from any Governmental Body to any Acquired Company related to employment, employee training and/or employment practices that are subject to any repayment obligation on the part of any Acquired Companypay grade).

Labor Matters. (a) Except as set forth in Section 4.14 4.17(a) of the Company Disclosure Letter: (a) none of Schedule, neither the Acquired Companies or any third party which manages or operates Company, any of the Properties its Subsidiaries nor their respective Company Persons is a party to or Space Leases with respect to the employees at such Properties or Space Leases, are party to, or otherwise bound by, by any collective bargaining agreement, contract agreement or other agreement or understanding Contract with a labor union or labor organization; . Except as set forth in Section 4.17(a) of the Company Disclosure Schedule, since January 1, 2005, neither the Company nor is any application for certification with respect to a union-organizing campaign outstanding; nor has any request for recognition by a labor union or labor organization been made to any of the Acquired Companies its Subsidiaries has been or to any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (b) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases is the subject of any Legal Proceeding asserting that the Company or any of the Acquired Companies or such third parties its Subsidiaries has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as union or labor organization, in relation to wages or conditions of employment; (c) there is no any union organizing activity, labor strike, dispute, walkout, work stoppage stoppage, slow-down or lockout involving the Company or any of its Subsidiaries, nor (except as set forth in Section 4.17(a) of the Company Disclosure Schedule), to the Company’s Knowledge, have any such Proceedings or actions been threatened. Section 4.17(a) of the Company Disclosure Schedule lists all Company employees who are not citizens or permanent resident aliens of the United States who are employed by the Company in the United States. The Company and each of its Subsidiaries have complied in all material respects with all applicable Laws regarding employment practices, including Laws relating to workers’ safety and health, sexual harassment, discrimination, equal pay, immigration, wages and hours or workers’ compensation. (b) All individuals who are or were performing consulting or other labor dispute involving any services for the Company or its Subsidiaries are or were correctly classified by the Company as either “independent contractors” or “employees” as the case may be, and, at the Closing Date, will qualify for such classification, except for such misclassifications, if any, individually or in the aggregate, which would not be material to the Company. Other than as disclosed in Section 4.17(b) of the Acquired CompaniesCompany’s Disclosure Schedule, affecting any of the Properties or Space Leases there are no pending or, to the knowledge of Company’s Knowledge, threatened Proceedings against the Company Parties, threatened; (d) no complaint, charge or Legal Proceeding by or before any Governmental Body brought its Subsidiaries by or on behalf of or related to any employee, prospective employee, former employee, retiree, labor organization individuals currently or other representative of formerly classified by the Company or its employees is pending Subsidiaries as “independent contractors” or threatened against any of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (e) no grievance is pending or“consultants” and, to the knowledge of the Company Parties, threatened against any of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; and (f) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body relating to employees or employment practices. Except as set forth in Section 4.14 of the Disclosure LetterCompany’s Knowledge, there are is no grants or subsidies from basis for any Governmental Body to any Acquired Company related to employment, employee training and/or employment practices that are subject to any repayment obligation on the part of any Acquired Companysuch Proceedings.

Labor Matters. (a) Except (i) as set forth in Section 4.14 3.18(a) of the Company Disclosure Letter: , and (aii) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to clauses (B)-(F), as would not, individually or in the aggregate, reasonably be expected to have a material impact on the Company and its Subsidiaries, taken as a whole: (A) except for national or sectoral Collective Bargaining Agreements and related extension orders (‘tzavei harchava’) that are applicable to all employees at such Properties in Israel, neither the Company nor any of its Subsidiaries is a party to any Contract or Space Leases, are party arrangement between or applying to, one or bound bymore employees and a union, any trade union or works council, group of employees or employee representative body, for collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization; nor is any application for certification with respect to a union-organizing campaign outstanding; nor has any request for recognition by a labor union or labor organization been made to any of the Acquired Companies or to any third party which manages or operates any of the Properties or Space Leases with respect to the their respective employees at such Properties or Space Leases; (b) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases is the subject of any Legal Proceeding asserting that any of the Acquired Companies or such third parties has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as organization, union, group, association, works council or employee representative body (“Collective Bargaining Agreements”) and no such agreement is, to wages or conditions the knowledge of employment; the Company, presently being negotiated, (cB) there is are no strike, work stoppage pending demands provided in writing to the Company or other labor dispute involving any of the Acquired Companiesits Subsidiaries for recognition, affecting any of the Properties or Space Leases pending certifications or proceedings or, to the knowledge of the Company, threatened or reasonably anticipated to be brought or filed against the Company Parties, threatened; (d) no complaint, charge or Legal Proceeding by or before any Governmental Body brought of its Subsidiaries by or on behalf of any employeeworks council, prospective employeeunion, former employeetrade union, retiree, labor or labor-relations organization or other representative entity (“Labor Organization”) to organize employees of the Company or any of its employees is Subsidiaries, (C) there are no pending lockouts, strikes, slowdowns, work stoppages, concerted refusals to work overtime or threatened against any of the Acquired Companies other similar labor activity or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (e) no grievance is pending dispute or, to the knowledge of the Company, threats thereof by any employees of the Company Partiesor any of its Subsidiaries, threatened (D) neither the Company nor any of its Subsidiaries has committed any unfair labor practice in connection with the operation of their respective businesses and there is no charge, complaint or other action against the Company or any of its Subsidiaries by the National Labor Relations Board or any comparable Governmental Entity pending, or to the knowledge of the Company, threatened, (E) the Company and its Subsidiaries have not entered into or are subject to, and no employees in Israel benefit from, any extension order (tzavei harchava), except for extension orders which generally apply to all employees in Israel or to all employees in the general area of business of the Company or any of its Subsidiaries, and (F) neither the Company nor any of its Subsidiaries has paid, or has been required or requested in writing to pay, any payment (including professional organizational handling charges) to any employers’ association or organization. (b) Except where failure to comply would not individually or in the aggregate, reasonably be expected to result in material Liability to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries are in compliance and since January 1, 2017 (i) have complied with Applicable Laws and Orders relating to employment and employment practices, including all Laws relating to labor relations, terms and conditions of employment, worker classification (including the proper classification of workers as independent contractors and consultants and for overtime purposes), tax withholding, prohibited discrimination, equal employment opportunities, fair employment practices, meal and rest periods, immigration status, harassment (including sexual harassment), retaliation, reasonable accommodation, disability rights or benefits employee safety and health, wages and overtime compensation, child labor, family and medical leave, workers’ compensation, leaves of absence, WARN, unemployment insurance, obligations to provide statutory severance pay under the Israeli Severance Pay Law, 1963 and vacation days pursuant to the Israeli Annual Leave Law, 1951, pension benefits and other compensation matters and terms and conditions of employment related to Israeli Employees, including the Minimum Wage Law, 1987, the Foreign Employees Law, 1991, The Law for Increased Enforcement of Labor Laws, 2011, the Prior Notice to the Employee Law, 2002, the Notice to Employee and to Candidate (Employment Terms and Screening and Acceptance to Work Proceedings) Law, 2002, the Prevention of Sexual Harassment Law, 1998, and The Employment by Human Resource Contractors Law, 1996, and in each case, with respect to employees of the Company and its Subsidiaries; and (ii) are not liable for any arrears of wages, severance pay or any taxes or any penalty for failure to comply with any of the Acquired Companies foregoing; and (iii) are not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any third party which manages or operates any of the Properties or Space Leases 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). Each of the Company and its Subsidiaries has withheld and reported all fringe benefits amounts required by Applicable Law or by Contract to be withheld and reported with respect to provident funds (including pension arrangement), except as would not, individually or in the aggregate, reasonably be expected to result in material Liability to the Company and its Subsidiaries, taken as a whole. (i) The Company’s and its Subsidiaries’ obligations to provide statutory severance pay to its employees located in Israel or subject to the Israeli Law (the “Israeli Employees”) pursuant to the Israeli Severance Pay Law, 1963 are fully funded in accordance with Section 14 under the Israeli Severance Pay Law, 1963 (“Section 14 Arrangement”) or are otherwise accrued or reserved for, from the commencement date of the employee’s employment and on the basis of the employee’s entire base salary, (ii) the Company’s and its Subsidiaries’ obligations to provide vacation and recuperation pursuant to any Applicable Law and any personal employment agreement have been satisfied or have been fully accrued on the Company’s financial statements, and (iii) neither the Company nor any of its Subsidiaries has any unsatisfied obligations to any of its former employees other than as reflected in the Financial Statements and such employees’ termination was effected in compliance with all Applicable Laws and Contracts, in each case, as would not, individually or in the aggregate, have a Material Adverse Effect on the Company. (d) Within the last three (3) months, there has not been any (i) plant closing (as defined in WARN) affecting any site of employment or one or more operating units within any site of employment of the Company or any Subsidiary or (ii) a mass layoff (as defined in WARN), nor has the Company or any of its Subsidiaries been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any similar foreign, state or local Law. No employee of the Company or any of its Subsidiaries at a U.S. facility with sufficient numbers of employees to be covered by WARN has suffered an employment loss (as defined in WARN), within the 90-day period ending on the Closing Date. (i) Any individual who performs services for the Company in the United States, and who is not treated as an employee for U.S. federal income tax purposes by the Company, is not treated as an employee for Employee Plan purposes, and (ii) the Company has no material Liability by reason of an individual who performs or performed services for the Company in the United States in any capacity being improperly excluded from participating in an Employee Plan. (f) The Company has made available to Parent a list of each employee of the Company or of a Subsidiary as of the date hereof, and sets forth for each such Properties individual the following: (i) job title; (ii) hire date; (iii) status as to employee or Space Leasesindependent contractor, and full time or part time; (iv) whether active or on leave; (v) current annual base and overtime compensation rate; (vi) overtime classification (e.g., exempt or non-exempt); (vii) commission, bonus or other incentive-based compensation for the calendar year ending December 31, 2018; (viii) vacation entitlement and accrual; (ix) with respect to employees of the Company in Israel, sick leave entitlement and accrual in excess of what is required by Applicable Law; (x) travel entitlement (e.g., travel pay, car, leased car arrangement and car maintenance payments); (xi) recuperation pay entitlement and accrual; (xii) pension arrangement and/or any other provident fund (including managers’ insurance plan, pension fund and further education fund), and their respective contribution rates; and (fxiii) none whether such employee is subject to Section 14 Arrangement (and to the extent such employee is subject to Section 14 Arrangement, an indication whether the Section 14 Arrangement includes full contribution rates of 8.33%, applies on the basis of the Acquired Companies or any third party which manages or operates any entire salary from the commencement date of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body relating to employees or employment practicesperson). Except as set forth in Section 4.14 3.18(f) of the Company Disclosure Letter and as has not had, and would not reasonably be expected to result in material Liability to the Company and its Subsidiaries, taken as a whole, all commissions and bonuses payable to employees or Independent Contractors of each of the Company and its Subsidiaries for services performed have been paid in full (or accrued in full on the Balance Sheet) and there are no outstanding agreements, understandings or commitments of the Company or any of its Subsidiaries with respect to any commissions, bonuses or increases in compensation. (g) Except where failure to comply would not individually or in the aggregate, reasonably be expected to result in material Liability to the Company and its Subsidiaries, taken as a whole, (i) all agreements with Independent Contractors contain provisions which state that no employer‑employee relations exist between them and the Company or any of the Company’s Subsidiaries, (ii) all Independent Contractors of the Company or any of its Subsidiaries are not entitled to any employment benefits or rights from the Company or any of its Subsidiaries, nor to any right to participate in any material Employee Plan, (iii) the engagement with all Independent Contractors of the Company or any of its Subsidiaries is in accordance with Applicable Law, and (iv) neither the Company nor any of its Subsidiaries engages any personnel through manpower agencies, except in accordance with Applicable Law. (h) Except as set forth in Section 3.18(h) of the Company Disclosure Letter, there are no grants neither the Company nor any of its Subsidiaries is a party to a settlement agreement entered into since January 1, 2017 with any current or subsidies from any Governmental Body to any Acquired Company related to employmentformer officer, director, employee training and/or employment practices that or Independent Contractor of the Company or any of its Subsidiaries resolving allegations of sexual harassment, discrimination or misconduct by (i) an officer of the Company or any of its Subsidiaries or (ii) an employee of the Company or any of its Subsidiaries at the level of Vice President or above. There are subject no, and in the last three (3) years there have not been any, Legal Proceedings pending, or, to the knowledge of the Company, threatened or anticipated, against the Company or any repayment obligation on of its Subsidiaries (or any of their directors, officers or employees), in each case, involving allegations of sexual harassment, discrimination or misconduct by (i) an officer of the part Company or any of its Subsidiaries or (ii) an employee or Independent Contractor of the Company or any Acquired Companyof its Subsidiaries at the level of Vice President or above.

Labor Matters. Except as set forth in Section 4.14 (a) To their knowledge, none of the Disclosure Letter: Group Companies has any material Liability for any past due wages or other compensation for services (aincluding salaries, wage premiums, commissions, fees or bonuses) to their current or former employees and independent contractors under applicable Law, Contract or company policy, or any fines, Taxes, interest, penalties or other sums for failure to pay or delinquency in paying such compensation in a timely manner. Since the Lookback Date, (i) none of the Acquired Group Companies has or has had any third party which manages material Liability for any payment to any trust or operates other fund governed by or maintained by or on behalf of any of the Properties or Space Leases Governmental Entity with respect to the employees at such Properties or Space Leasesunemployment compensation benefits, are party tosocial security, or bound by, any collective bargaining agreement, contract social insurances or other benefits or obligations for any employees of any Group Company (other than routine payments to be made in the normal course of business and consistent with past practice); and (ii) the Group Companies have withheld all amounts required by applicable Law or by agreement to be withheld from wages, salaries and other payments to employees or understanding with a labor union independent contractors or labor organization; nor is any application for certification with respect other service providers of each Group Company, except as has not and would not reasonably be expected to a union-organizing campaign outstanding; nor has any request for recognition by a labor union result in, individually or labor organization been made to any of in the Acquired Companies or to any third party which manages or operates any of the Properties or Space Leases with respect aggregate, material Liability to the employees at such Properties or Space Leases; Group Companies. (b) none Since the Lookback Date, there has been no “mass layoff” or “plant closing” as defined by WARN related to any Group Company, and the Group Companies have not incurred any material Liability under WARN nor will they incur any Liability under WARN as a result of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases is the subject of any Legal Proceeding asserting that any of the Acquired Companies or such third parties has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; transactions contemplated by this Agreement. (c) there No Group Company is no strike, work stoppage a party to or other labor dispute involving bound by any of the Acquired Companies, affecting any of the Properties or Space Leases pending or, CBAs nor to the knowledge of the Company Parties, threatened; (d) no complaint, charge or Legal Proceeding by or before is there any Governmental Body brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of its employees is pending or threatened against any of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (e) no grievance is pending or, to the knowledge of the Company Parties, threatened against any of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; and (f) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body relating to employees or employment practices. Except as set forth in Section 4.14 of the Disclosure Letter, there are no grants or subsidies from any Governmental Body to any Acquired Company related to employment, employee training and/or employment practices that are subject to any repayment obligation duty on the part of any Acquired Group Company to bargain or consult with, or provide notice or information to, any labor organization, labor union, works council or other employee representative (each a “Union”) which is representing any employee of the Group Companies, or any applicable labor tribunal, in connection with the execution of this Agreement or the transactions contemplated by this Agreement. There are no CBAs or any other labor-related agreements or arrangements that pertain to any of the employees of the Group Companies; and no employees of any Group Company are represented by a Union. Since the Lookback Date, there has been no actual or, to the Company’s knowledge, threatened unfair labor practice charges, material grievances, material labor arbitrations, strikes, lockouts, work stoppages, slowdowns, picketing, hand billing or other material labor disputes against or affecting any Group Company. In the past five (5) years, no labor union, works council, other labor organization, or group of employees of the Group Companies has made a demand for recognition, and there are no representation proceedings presently pending or threatened to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority. To the Company’s knowledge, since the Lookback Date, there have been no pending or threatened labor organizing activities with respect to any employees of any Group Company. (d) To the knowledge of Company, the Group Companies are and for the last three years have been in compliance in all material respects with all applicable Laws respecting labor, employment and employment practices, including, without limitation, all laws respecting terms and conditions of employment, health and safety, wages and hours (including the classification of independent contractors and exempt and non-exempt employees), immigration (including the completion of I-9s for all employees and the proper confirmation of employee visas), harassment, discrimination and retaliation, disability rights or benefits, equal opportunity (including compliance with any affirmative action plan obligations), plant closures and layoffs (including WARN), COVID-19, workers’ compensation, labor relations, employee leave issues, and unemployment insurance. (e) To the Company’s knowledge, no current or former employee or independent contractor of any Group Company is in any material respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, restrictive covenant or other obligation: (i) owed to any Group Company; or (ii) owed to any third party with respect to such person’s right to be employed or engaged by the applicable Group Company. (f) No employee layoff, facility closure or shutdown (whether voluntary or by Order), reduction-in-force, furlough, temporary layoff, material work schedule change or reduction in hours, or reduction in salary or wages, or other workforce changes affecting employees of the Group Companies has occurred within the past six (6) months or is currently contemplated, planned or announced, including as a result of COVID-19 or any Law, Order, directive, guidelines or recommendations by any Governmental Entity in connection with or in response to COVID-19. The Group Companies have not otherwise experienced any material employment-related liability with respect to, arising out of or in connection with COVID-19. (g) To the Company’s knowledge, no executive officer or senior or management-level employee of any of the Group Companies has given notice of termination of employment or otherwise disclosed plans to terminate employment with any of the Group Companies within the twelve (12) month period following the date hereof. No officer, director, executive, employee, contractor or agent of the Group Companies has been accused in writing or, to the Company’s knowledge, orally, of any sexual harassment, sexual assault, other similar misconduct or sexual discrimination or other discrimination, retaliation or related policy violation allegation in connection with his or her employment or engagement with the Group Companies or otherwise during the last five (5) years.

Labor Matters. Except as set forth in Section 4.14 of (i) Neither the Disclosure Letter: (a) none of the Acquired Companies or any third party which manages or operates Company nor any of the Properties or Space Leases with respect its Subsidiaries is a party to the employees at such Properties or Space Leases, are party to, or bound by, any collective bargaining agreement, agreement or other material contract or other agreement or understanding with a labor union or labor organization; nor is any application for certification with respect to a union-organizing campaign outstanding; nor has any request for recognition by a labor union or labor organization been made to any of the Acquired Companies or to any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (b) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases is the subject of any Legal Proceeding asserting that any of the Acquired Companies or such third parties has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions other representative of employmentemployees nor is any such contract being negotiated; (cii) there is no material unfair labor practice charge or complaint pending nor, to the knowledge of the executive officers of the Company, threatened, with regard to employees of the Company or any of its Subsidiaries; (iii) there is no labor strike, slowdown, work stoppage or other labor dispute involving any of the Acquired Companiescontroversy in effect, affecting any of the Properties or Space Leases pending or, to the knowledge of the executive officers of the Company, threatened against or involving the Company Partiesor any of its Subsidiaries that has, threatenedor would be reasonably likely to have, a Company Material Adverse Effect; (div) no complaint, charge or Legal Proceeding by or before any Governmental Body brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of its employees is pending or threatened against any as of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (e) date hereof, no grievance is pending orrepresentation question exists, nor to the knowledge of the executive officers of the Company, are there any campaigns being conducted to solicit cards from the employees of the Company Parties, threatened against or any of its Subsidiaries to authorize representation by any labor organization; (v) neither the Acquired Companies or any third party which manages or operates Company nor any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; and (f) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are its Subsidiaries is a party to, or is otherwise bound by, any consent decree with, or citation by, with any Governmental Body governmental authority relating to employees or employment practices. Except as set forth in Section 4.14 practices of the Disclosure LetterCompany or any of its Subsidiaries; (vi) the Company and its Subsidiaries have not incurred any liability under, there and have complied in all respects with, the Worker Adjustment Retraining Notification Act, and no fact or event exists that could give rise to liability under such Act; and (vii) the Company and its Subsidiaries are no grants or subsidies from any Governmental Body to any Acquired Company related in compliance with all applicable agreements, contracts and policies relating to employment, employee training and/or employment practices that are subject practices, wages, hours and terms and conditions of employment of the employees, except where the failure to any repayment obligation on the part of any Acquired Company.be in compliance with each such agreement, contract and

Labor Matters. Except as set forth in Section 4.14 of the Disclosure Letter: (a) none of the Acquired Companies or any third party which manages or operates Neither Company nor any of the Properties its Subsidiaries is or Space Leases with respect to the employees at such Properties or Space Leases, are party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization; nor is any application for certification with respect to a union-organizing campaign outstanding; nor has any request for recognition by a labor union or labor organization been made to any of the Acquired Companies or to any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (b) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases is the subject of any Legal Proceeding material proceeding asserting that Company or any of the Acquired Companies or such third parties its Subsidiaries has committed an unfair labor practice or seeking any other violation of Law relating to compel it employee matters, including those related to bargain with wages, hours, immigration and naturalization, collective bargaining, occupational safety or health standards, employment discrimination, and the payment and withholding of Taxes and other sums as required by the appropriate Governmental Entity, nor has there been any labor organization as to wages or conditions of employment; (c) there is no strike, dispute, walk-out, work stoppage stoppage, slow-down or lockout involving Company or any of its Subsidiaries. Neither Company nor any of its Subsidiaries is or has been a party to any collective bargaining agreement, collective agreement or other labor dispute involving union contract or works council agreement applicable to Persons employed by Company or any of the Acquired Companiesits Subsidiaries, affecting any of the Properties or Space Leases pending ornor, to the knowledge of the Company PartiesCompany, threatened; (d) no complaint, charge are there any activities or Legal Proceeding by or before any Governmental Body brought by or on behalf proceedings of any employeePerson to organize any such employees and no consent of, prospective employeeconsultation of, former employeeor the rendering of formal advice by the unions, retireeworks councils, labor organization and other similar organizations is required to consummate the Merger or other representative of its employees is pending or threatened against any of the Acquired Companies other transactions contemplated hereby. Any individuals engaged by Company or any third party of its Subsidiaries as consultants or independent contractors, rather than employees, have been properly classified as such, are not entitled to any compensation or benefits to which manages regular, full-time employees are or operates any were at the relevant time entitled, were and have been engaged in accordance in all material respects with all applicable Laws, and have been treated accordingly and appropriately in all material respects for all Tax purposes. Copies of the Properties all consulting or Space Leases independent contractor agreements with respect such individuals have been made available to the employees at such Properties Parent or Space Leases; (eParent’s legal advisor and are set forth on Section 3.1(o) no grievance is pending or, to the knowledge of the Company Parties, threatened against any of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; and (f) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body relating to employees or employment practices. Except as set forth in Section 4.14 of the Disclosure Letter, there are no grants or subsidies from any Governmental Body to any Acquired Company related to employment, employee training and/or employment practices that are subject to any repayment obligation on the part of any Acquired CompanySchedules.

Labor Matters. Except as set forth in Section 4.14 of the Disclosure Letter: (a) Neither the Company nor any of its Subsidiaries is a party to any Contract or arrangement between or applying to, one or more employees or other service providers and a union, trade union, works council, group of employees or any other employee representative body, for collective bargaining or other negotiating or consultation purposes or reflecting the outcome of such collective bargaining or negotiation or consultation with respect to their respective employees with any labor organization, union, group, association, works council or other employee representative body, including reconciliation of interest agreements and social plans, any other collective arrangements, whether in the form of general commitments, standard terms of employment or works agreements or is bound by any equivalent national or sectoral agreement (“Collective Agreements”). None of the Company’s Subsidiaries are a member of the Employer’s Associations and none of the Acquired Companies Subsidiaries have a works council. There are no pending activities or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization; nor is any application for certification with respect to a union-organizing campaign outstanding; nor has any request for recognition by a labor union or labor organization been made to any of the Acquired Companies or to any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (b) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases is the subject of any Legal Proceeding asserting that any of the Acquired Companies or such third parties has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; (c) there is no strike, work stoppage or other labor dispute involving any of the Acquired Companies, affecting any of the Properties or Space Leases pending proceedings or, to the knowledge of the Company PartiesCompany, threatened; (d) no complaintthreatened or reasonably anticipated by any works council, charge union, trade union, or Legal Proceeding by or before any Governmental Body brought by or on behalf of any employee, prospective employee, former employee, retiree, labor other labor-relations organization or other representative of its employees is pending or threatened against entity (“Labor Organization”) to organize any of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (e) employees. There are no grievance is pending lockouts, strikes, slowdowns, work stoppages or, to the knowledge of the Company, threats thereof by or with respect to any employees of the Company Partiesor any of its Subsidiaries nor have there been any such lockouts, threatened strikes, slowdowns or work stoppages or threats thereof with respect to any employees of the Company or any of its Subsidiaries since the Reference Date. The consummation of the transactions contemplated by this Agreement (including the Merger) will not entitle any person (including any Labor Organization) to any payments under any Collective Agreement, or require the Company or any of its Subsidiaries to consult with, provide notice to, or obtain the consent or opinion of any Labor Organization. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries, nor, to the knowledge of the Company, any of their respective representatives or employees, has committed any material unfair labor practice in connection with the operation of the respective businesses of the Company or any of its Subsidiaries. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, there is no charge, complaint or other action against the Company or any of its Subsidiaries by the National Labor Relations Board or any comparable Governmental Authority pending or to the knowledge of the Company threatened. (b) Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries are, and since the Reference Date have been, in compliance with Applicable Laws and Orders relating to employment, employment practices, terms and conditions of employment, worker classification (including the proper classification of workers as independent contractors and consultants and for overtime purposes), tax withholding, social security withholding, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, wages (including overtime wages), compensation, and hours of work, and in each case, with respect to employees: (i) to the knowledge of the Company has withheld and reported all amounts required by Applicable Law or by agreement to be withheld and reported with respect to wages, salaries and other payments to employees, (ii) to the knowledge of the Company is not liable for any arrears of wages, severance pay or any taxes or any penalty for failure to comply with any of the Acquired Companies or any third party which manages or operates any foregoing, and (iii) to the knowledge of the Properties Company is not liable for any payment to any trust or Space Leases other fund governed by or maintained by or on behalf of any Governmental Authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the employees at such Properties normal course of business and consistent with past practice). Except as would not have, individually or Space Leases; and (f) none of in the Acquired Companies or any third party which manages or operates aggregate, a Company Material Adverse Effect, neither the Company nor any of the Properties or Space Leases its Subsidiaries has any material Liability with respect to any misclassification of: (x) any Person as an independent contractor rather than as an employee, (y) any employee leased from another employer, or (z) any employee currently or formerly classified as exempt from overtime wages. To the employees at such Properties or Space Leasesknowledge of the Company, are neither the Company nor any of its Subsidiaries is a party toto a conciliation agreement, or otherwise bound by, any consent decree with, or citation by, other agreement or order with any Governmental Body Authority relating to employees labor matters. (c) Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, each of the Company and its Subsidiaries is in compliance with WARN. To the knowledge of the Company, in the past two (2) years (i) neither the Company nor any of its Subsidiaries has effectuated a “plant closing” (as defined in WARN) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of its business, (ii) there has not occurred a “mass layoff” (as defined in WARN) affecting any site of employment or facility of the Company or any of its Subsidiaries, and (iii) neither the Company nor any of its Subsidiaries has been affected by any transaction or engaged in layoffs or employment practicesterminations sufficient in number, including as aggregated, to trigger application of any similar state, local or foreign law or regulation. Except as set forth in Section 4.14 To the knowledge of the Disclosure LetterCompany neither the Company nor its Subsidiaries has caused any of their respective employees to suffer an “employment loss” (as defined in WARN) during the ninety (90) day period prior to the date hereof, and there are has been no grants termination which would trigger any notice or subsidies from any Governmental Body to any Acquired Company related to employment, employee training and/or employment practices that are subject to any repayment obligation on the part of any Acquired Companyother obligations under WARN.

Labor Matters. (i) Except as set forth in Section 4.14 3.1(o) of the Disclosure Letter: Memorandum, (aA) none neither the Company nor any of its Subsidiaries is a party to any labor or collective bargaining agreement and no employees of the Acquired Companies Company or any third party which manages or operates of its Subsidiaries are represented by any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization; nor is any application for (B) within the preceding three years, there have been no representation or certification with respect to proceedings, or petitions seeking a union-organizing campaign outstanding; nor has any request for recognition by a labor union or labor organization been made to any of the Acquired Companies or to any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (b) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases is the subject of any Legal Proceeding asserting that any of the Acquired Companies or such third parties has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; (c) there is no strikerepresentation proceeding, work stoppage or other labor dispute involving any of the Acquired Companies, affecting any of the Properties or Space Leases pending or, to the knowledge of the Company, threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority; and (C) within the preceding three years, to the knowledge of the Company, there have been no organizing activities involving the Company Partiesor any of its Subsidiaries with respect to any group of employees of the Company or any of its Subsidiaries. (ii) There are no strikes, threatened; (d) no complaintwork stoppages, charge slowdowns, lockouts, material arbitrations or Legal Proceeding by or before any Governmental Body brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization material grievances or other representative of its employees is material labor disputes pending or threatened in writing against or involving the Company or any of the Acquired Companies its Subsidiaries. There are no unfair labor practice charges, grievances or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (e) no grievance is complaints pending or, to the knowledge of the Company PartiesCompany, threatened against in writing by or on behalf of any employee or group of employees of the Company or any of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; and its Subsidiaries. (fiii) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body relating to employees or employment practices. Except as set forth in Section 4.14 3.1(o) of the Disclosure LetterMemorandum, there are no grants complaints, charges or subsidies from claims against the Company or any Governmental Body of its Subsidiaries pending or, to the knowledge of the Company, threatened to be brought or filed with any Acquired Company related governmental authority, arbitrator or court based on, arising out of, in connection with, or otherwise relating to employment, employee training and/or the employment practices that are subject to any repayment obligation on the part or termination of employment of any Acquired Companyindividual by the Company or any of its Subsidiaries. (iv) The Company and each of its Subsidiaries is in compliance with all laws, regulations and orders relating to the employment of labor, including all such laws, regulations and orders relating to wages, hours, Worker Adjustment Retraining and Notification Act of 1988, as amended ("WARN Act"), collective bargaining, discrimination, civil rights, safety and health, workers' compensation and the collection and payment of withholding and/or social security taxes and any similar tax, except where non compliance would not individually or in the aggregate adversely affect the Company and its Subsidiaries taken as a whole in any material respect. (v) Since December 31, 1993, there has been no "mass layoff" or "plant closing" (as deemed by the WARN Act) with respect to the Company or any of its Subsidiaries.

Labor Matters. Except as set forth in Section 4.14 of the Disclosure Letter: (a) none The Company and each of the Acquired Companies or its Subsidiaries are in compliance in all material respects with all applicable laws respecting employment, employment practices and occupational safety and health, terms and conditions of employment and wages and hours, and are not engaged in any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a unfair labor union or labor organization; nor is any application for certification with respect to a union-organizing campaign outstanding; nor has any request for recognition by a labor union or labor organization been made to any of the Acquired Companies or to any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leasespractices; (b) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases is the subject of any Legal Proceeding asserting that any of the Acquired Companies or such third parties has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; (c) there is are no strike, work stoppage or other labor dispute involving any of the Acquired Companies, affecting any of the Properties or Space Leases controversies pending or, to the knowledge of the Company Partiesor any of its Subsidiaries, threatened, between the Company or any of its Subsidiaries and any of their respective employees, consultants or independent contractors, which controversies would reasonably be expected to have a Company Material Adverse Effect; (c) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or other labor union contract applicable to persons employed by the Company or its Subsidiaries, nor does the Company or any of its Subsidiaries know of any activities or proceedings of any labor union to organize any such employees; and (d) there are no complaintand neither the Company nor any of its Subsidiaries has any knowledge of any labor disputes, charge strikes, slowdowns, work stoppages, lockouts, or Legal Proceeding threats thereof, by or before any Governmental Body brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of its employees is pending or threatened against any of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to any employees of, or consultants or independent contractors to, the employees at such Properties Company or Space Leases; (e) no grievance is pending or, to any of its Subsidiaries. To the knowledge of the Company, no employee of the Company Parties, threatened against or any of the Acquired Companies its Subsidiaries is in violation of any term of any patent disclosure agreement, non-competition agreement, or any third party which manages restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or operates any of its Subsidiaries because of the Properties nature of the business conducted or Space Leases with respect presently proposed to be conducted by the Company or any of its Subsidiaries or to the employees at such Properties use of trade secrets or Space Leases; and (f) none proprietary information of others or, in the case of any key employee or group of key employees, has given notice as of the Acquired Companies date of this Agreement to the Company or any third party which manages of its Subsidiaries that such employee or operates any employee in a group of key employees intends to terminate his or her employment with the Company. Since the Company’s inception, neither the Company or any of its Subsidiaries has effected (i) a plant closing, as defined in the Properties or Space Leases with respect to Worker Adjustment and Retaining Notification Act of 1988, as amended ( the employees at such Properties or Space Leases, are a party to“WARN Act”), or otherwise bound by, (ii) a mass layoff as defined in the WARN Act. Neither the Company nor any consent decree with, or citation by, of its Subsidiaries is currently engaged in any Governmental Body relating to employees layoffs or employment practices. Except as set forth terminations sufficient in Section 4.14 of the Disclosure Letter, there are no grants or subsidies from any Governmental Body number to any Acquired Company related to employment, employee training and/or employment practices that are subject to any repayment obligation on the part trigger application of any Acquired Companysimilar state, local or foreign law.

Labor Matters. Except as set forth in Section 4.14 of the Disclosure Letter: (a) none of Neither the Acquired Companies or any third party which manages or operates Company nor any of the Properties its Subsidiaries is a party to or Space Leases with respect to the employees at such Properties or Space Leases, are party to, or otherwise bound by, by any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization; organization or works council. Neither the Company nor is any application for certification with respect to a union-organizing campaign outstanding; nor has any request for recognition by a labor union or labor organization been made to any of the Acquired Companies or to any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (b) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases its Subsidiaries is the subject of any Legal Proceeding proceeding asserting that the Company or any of the Acquired Companies or such third parties its Subsidiaries has committed an unfair labor practice or is seeking to compel it to bargain with any labor organization as to wages union or conditions of employment; (c) labor organization, nor is there is no strike, work stoppage or other labor dispute involving any of the Acquired Companies, affecting any of the Properties or Space Leases pending or, to the knowledge of the Company PartiesCompany, threatened; , any labor strike, dispute, walkout, work stoppage, slow-down or lockout involving the Company or any of its Subsidiaries. The Company and each Subsidiary are in material compliance with all applicable laws relating to the hiring, employment, and termination of employees. (b) No employee of the Company or any of its Subsidiaries (i) has an employment agreement for employment that is not at will, (ii) to the Company’s Knowledge is in violation of any term of any patent disclosure agreement, non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Company or any of its Subsidiaries or to the use of trade secrets or proprietary information of others, or (iii) in the case of any key employee or group of key employees, has given notice to the Company or any of its Subsidiaries that such employee or any employee in a group of key employees intends to terminate his or her employment with the Company or any of its Subsidiaries. (c) Since December 31, 2006 and continuing through the Closing Date, neither the Company nor any of its Subsidiaries has caused or will cause any “employment loss” (as that term is defined or used in the WARN Act) or been obligated to provide notice or payment in lieu of notice under any comparable local provision. (d) no complaint, charge Neither the Company or Legal Proceeding by or before any Governmental Body brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of its employees is pending Subsidiaries has incurred, and no circumstances exist under which either the Company or threatened against any of its Subsidiaries would reasonably be expected to incur, any material liability arising from the Acquired Companies misclassification of employees as consultants or any third party which manages independent contractors, or operates any from the misclassification of the Properties consultants or Space Leases with respect to the employees at such Properties or Space Leases; independent contractors as employees. (e) no grievance is pending orWithin 10 days following the date of this Agreement, to the knowledge Company will provide Parent with a list of all employees of the Company Parties, threatened against or any of its Subsidiaries employed in the Acquired Companies United States who are not citizens or any third party which manages or operates any permanent residents of the Properties United States that indicates immigration status and the date work authorization is scheduled to expire. All other persons employed by the Company in the United States are citizens or Space Leases permanent residents. All persons employed in other jurisdictions are employed in compliance with respect to the employees at such Properties or Space Leases; and (f) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body relating to employees or employment practices. Except as set forth in Section 4.14 of the Disclosure Letter, there are no grants or subsidies from any Governmental Body to any Acquired Company related to employment, employee training and/or employment practices that are subject to any repayment obligation on the part of any Acquired Companylocal Laws.

Labor Matters. Except as set forth in Section 4.14 of the Disclosure Letter: (a) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization; nor is any application for certification with respect to a union-organizing campaign outstanding; nor has any request for recognition by a labor union or labor organization been made to any of the Acquired Companies or to any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (b) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases is the subject of any Legal Proceeding asserting that any of the Acquired Companies or such third parties has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; (c) there There is no strike, work stoppage or other labor dispute involving any of the Acquired Companies, affecting any of the Properties or Space Leases Proceeding pending or, to the knowledge of the Company, threatened against the Company Partiesor any of its Subsidiaries under, threatened; nor any Order to which the Company or any of its Subsidiaries are subject that concerns, the Fair Labor Standards Act of 1938 (dor under any state or local wage and hour Law) that affects the Company Employees, nor is there any basis for any of the same, in each case as has had or would have, individually or in the aggregate, a Company Material Adverse Effect. (b) With respect to the Company Employees, (i) none of the Company or any of its Subsidiaries is or has been a party to or bound by any collective bargaining agreement with a labor union or organization, (ii) no complaint, charge or Legal Proceeding by or before any Governmental Body brought by or on behalf of any employee, prospective employee, former employee, retireelabor union, labor organization or other representative group of employees has made a demand for recognition or certification and (iii) none of the Company or any of its employees Subsidiaries is pending or threatened against any of the Acquired Companies or any third has been a party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (e) no grievance is pending to, affected by, or, to the knowledge of the Company PartiesCompany, threatened against threatened, with any of the Acquired Companies labor strike, work stoppage, slowdown, walkout or lockout or any third party which manages dispute or operates any of the Properties controversy with a union or Space Leases with respect to unionization or collective bargaining. (c) The Company and its Subsidiaries are and have been in compliance in all material respects with all Laws and Orders relating to wage payments and the employees at collection and payment of withholding Taxes, social security Taxes and other similar Taxes, except as has not had and would not have, individually or in the aggregate, a Company Material Adverse Effect. (d) All Company Employees working in the United States are authorized to work in the United States and a Form I-9 has been properly completed and retained with respect to each Company Employee and former employee of the Company or any of its Subsidiaries as required by applicable Law, except as has not had and would not have, individually or in the aggregate, a Company Material Adverse Effect. (e) All Company Employees working in countries outside of the United States are authorized to work in such Properties countries and the necessary immigration approvals have been obtained with respect to each such Company Employee and former employee of the Company or Space Leases; any of its Subsidiaries as required by applicable Law, except as has not had and would not have, individually or in the aggregate, a Company Material Adverse Effect. (f) none The Company and its Subsidiaries are and have been in material compliance in all material respects with the requirements of the Acquired Companies WARN Act and have no Liabilities or any third party which manages or operates unfulfilled notice obligations pursuant to the WARN Act. Neither the Company nor any of its Subsidiaries has taken any action that would cause any of them to have any Liability thereunder, except as has not had and would not have, individually or in the Properties or Space Leases with respect to the employees at such Properties or Space Leasesaggregate, are a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body relating to employees or employment practices. Except as set forth in Section 4.14 of the Disclosure Letter, there are no grants or subsidies from any Governmental Body to any Acquired Company related to employment, employee training and/or employment practices that are subject to any repayment obligation on the part of any Acquired CompanyMaterial Adverse Effect.

Labor Matters. Except as set forth in Section 4.14 of the Disclosure Letter: (ai) none of the Acquired Companies or any third party which manages or operates Neither Parent nor any of the Properties or Space Leases with respect its Subsidiaries is a party to the employees at such Properties or Space Leases, are party to, or bound by, any collective bargaining agreement, agreement or other material contract or other agreement or understanding with a labor union or labor organization; nor is any application for certification with respect to a union-organizing campaign outstanding; nor has any request for recognition by a labor union or labor organization been made to any of the Acquired Companies or to any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (b) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases is the subject of any Legal Proceeding asserting that any of the Acquired Companies or such third parties has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions other representative of employmentemployees nor is any such contract being negotiated; (cii) there is no material unfair labor practice charge or complaint pending nor, to the knowledge of the executive officers of Parent, threatened, with regard to employees of Parent or any of its Subsidiaries; (iii) there is no labor strike, slowdown, work stoppage or other labor dispute involving any of the Acquired Companiescontroversy in effect, affecting any of the Properties or Space Leases pending or, to the knowledge of the Company Partiesexecutive officers of Parent, threatenedthreatened against or involving Parent or any of its Subsidiaries that has, or would be reasonably likely to have, a Parent Material Adverse Effect; (div) no complaint, charge or Legal Proceeding by or before any Governmental Body brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of its employees is pending or threatened against any as of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (e) date hereof, no grievance is pending orrepresentation question exists, nor to the knowledge of the Company Partiesexecutive officers of Parent, threatened against are there any campaigns being conducted to solicit cards from the employees of Parent or any of the Acquired Companies or its Subsidiaries to authorize representation by any third party which manages or operates labor organization; (v) neither Parent nor any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; and (f) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are its Subsidiaries is a party to, or is otherwise bound by, any consent decree with, or citation by, with any Governmental Body governmental authority relating to employees or employment practices. Except as set forth practices of Parent or any of its Subsidiaries; (vi) Parent and its Subsidiaries have not incurred any liability under, and have complied in Section 4.14 of all respects with, the Disclosure LetterWorker Adjustment Retraining Notification Act, there and no fact or event exists that could give rise to liability under such Act; and (vii) Parent and its Subsidiaries are no grants or subsidies from any Governmental Body to any Acquired Company related in compliance with all applicable agreements, contracts and policies relating to employment, employee training and/or employment practices that are subject practices, wages, hours and terms and conditions of employment of the employees, except where the failure to any repayment obligation on be in compliance with each such agreement, contract and policy would not, either individually or in the part of any Acquired Companyaggregate, have a Parent Material Adverse Effect.

Labor Matters. Except as set forth in Section 4.14 of (i) Neither the Disclosure Letter: (a) none of the Acquired Companies or any third party which manages or operates Company, any of the Properties its Subsidiaries nor DHDC is a party to any labor or Space Leases with respect to the employees at such Properties or Space Leases, are party to, or bound by, any collective bargaining agreement, contract and no employees of Company, any of its Subsidiaries or other agreement or understanding with a labor union or DHDC are represented by any labor organization; nor is any application for . Within the preceding three years, there have been no representation or certification with respect to proceedings, or petitions seeking a union-organizing campaign outstanding; nor has any request for recognition by a labor union or labor organization been made to any of the Acquired Companies or to any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (b) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases is the subject of any Legal Proceeding asserting that any of the Acquired Companies or such third parties has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; (c) there is no strikerepresentation proceeding, work stoppage or other labor dispute involving any of the Acquired Companies, affecting any of the Properties or Space Leases pending or, to the knowledge of the Company PartiesCompany, threatened; (d) no complaint, charge threatened in writing to be brought or Legal Proceeding by or before any Governmental Body brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of its employees is pending or threatened against any of filed with the Acquired Companies National Labor Relations Board or any third party which manages other labor relations tribunal or operates any authority. Within the preceding three years, to the knowledge of Company, there have been no organizing activities involving the Properties Company, its Subsidiaries or Space Leases DHDC with respect to any group of employees of the employees at such Properties Company, any of its Subsidiaries or Space Leases; DHDC. (eii) There are no grievance is strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances or other material labor disputes pending or, to the Company's knowledge, threatened in writing against or involving Company, any of its Subsidiaries or DHDC. There are no unfair labor practice charges, grievances or complaints pending or, to the knowledge of the Company PartiesCompany, threatened against in writing by or on behalf of any employees or group of employees of the Company, any of its Subsidiaries or DHDC, which have or will have a Material Adverse Effect on the Acquired Companies Company. (iii) There are no complaints, charges or any third party which manages or operates claims against the Company, any of its Subsidiaries or DHDC pending or, to the Properties knowledge of the Company, threatened to be brought or Space Leases filed with any governmental authority, arbitrator or court based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any individual by the Company, any of its Subsidiaries or DHDC, which have or will have a Material Adverse Effect on the Company. (iv) there has been no "mass layoff" or "plant closing" (as defined by WARN) with respect to the employees at such Properties Company, its Subsidiaries or Space Leases; and (f) none of DHDC within the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect six months prior to the employees at such Properties or Space Leases, are a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body relating to employees or employment practices. Except as set forth in Section 4.14 of the Disclosure Letter, there are no grants or subsidies from any Governmental Body to any Acquired Company related to employment, employee training and/or employment practices that are subject to any repayment obligation on the part of any Acquired CompanyClosing.

Labor Matters. (i) Section 5.1(m)(i) of the Company Disclosure Letter sets forth an accurate and complete list, as of the date of this Agreement, of each material collective bargaining agreement, effects bargaining agreement or other agreement between the Company or any of its Subsidiaries and any labor organization representing individuals employed by or otherwise performing services for the Company or any of the Subsidiaries of the Company (“Company Employees”) including, without limitation, all agreements subject to enforcement under Section 301 of the Labor Management Relations Act (collectively, the “Company Labor Agreements”), setting forth for each Company Labor Agreement, the parties thereto and the expiration date. The Company has made available to Parent a complete and accurate copy of each Company Labor Agreement. (ii) Except as would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect, (A) neither the Company nor any of the Subsidiaries of the Company is a party to or bound by any collective bargaining agreement, agreement with any works council, or labor contract, except as set forth in Section 4.14 5.1(m)(ii) of the Company Disclosure Letter: ; (aB) none no labor union, labor organization, works council, or group of employees of the Acquired Companies Company or any third party which manages or operates any of the Properties Subsidiaries of the Company has made a pending demand for recognition or Space Leases certification; (C) to the Knowledge of the Company, there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority involving the Company or any Subsidiary of the Company; (D) neither the Company nor any Subsidiary of the Company has engaged in any unfair labor practice with respect to the employees at such Properties or Space Leases, are party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization; nor is any application for certification with respect to a union-organizing campaign outstanding; nor has any request for recognition by a labor union or labor organization been made to any of the Acquired Companies or to any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space LeasesCompany Employees; (b) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases is the subject of any Legal Proceeding asserting that any of the Acquired Companies or such third parties has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; (cE) there is no strikeunfair labor practice charge, work stoppage material grievance or other labor dispute involving any of the Acquired Companieslabor-related or employment-related administrative, affecting any of the Properties arbitral or Space Leases judicial complaint, action or investigation pending or, to the knowledge Knowledge of the Company, threatened in writing against the Company or any of the Subsidiaries of the Company Partiesby the National Labor Relations Board, threatened; (d) no complaint, charge or Legal Proceeding by or before any Governmental Body brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of its employees is pending or threatened against any of the Acquired Companies arbitration body or any third party other Governmental Entity (which manages or operates any for the purpose of the Properties or Space Leases this representation shall include arbitration proceedings) with respect to the employees at such Properties or Space Leasesany Company Employee; (eF) to the Knowledge of the Company, there are no grievance labor union organizing activities with respect to any Company Employee; and (G) there is no labor strike, lockout, slowdown or stoppage pending or, to the knowledge Knowledge of the Company, threatened against or affecting the Company or any Subsidiary of the Company Partiesand no such strike, threatened against lockout, slowdown or stoppage has occurred since the Applicable Date. (iii) Since the Applicable Date, neither the Company nor any of its Subsidiaries have implemented any location closing, mass layoff or redundancy or collective dismissal of employees that could require notice and/or consultation under any Laws (including the Worker Adjustment and Retraining Notification Act of 1988 (the “WARN Act”), or any similar state or local plant closing or mass layoff statute, rule or regulation) and the Company and the Subsidiaries of the Company have, as applicable, provided notice to and obtained the consent or opinion of, or otherwise satisfied any applicable procedural and substantive requirements vis-à-vis, any labor union, labor organization, works council or similar representative body, in connection with the execution of this Agreement and consummation of the Transactions. (iv) The Company and the Subsidiaries of the Company are and have been since the Applicable Date in compliance with all collective bargaining agreements, agreements with any works council, or labor contracts to which the Company or any of the Acquired Companies or any third party which manages or operates any Subsidiaries of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; and (f) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are Company is a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body relating to employees or and with all applicable Laws respecting employment and employment practices. Except as set forth in Section 4.14 , including, without limitation, all Laws respecting terms and conditions of the Disclosure Letter, there are no grants or subsidies from any Governmental Body to any Acquired Company related to employment, employee training and/or health and safety, wages and hours, pay equity, child labor, immigration, employment practices that are subject discrimination, disability rights or benefits, equal opportunity, plant closures and layoffs, affirmative action, workers’ compensation, labor relations and unemployment insurance, except for noncompliance as, individually or in the aggregate, has not had and would not reasonably be expected to any repayment obligation on the part of any Acquired Companyhave a Company Material Adverse Effect.

Labor Matters. Except as set forth in Section 4.14 3.13 of the UTI Disclosure Letter: Document, (ai) none neither UTI nor any of its Subsidiaries is a party to any collective bargaining agreement or other material contract or agreement with any labor organization or other representative of employees nor is any such contract being negotiated; (ii) there is no material unfair labor practice charge or complaint pending nor, to the knowledge of the Acquired Companies executive officers of UTI, threatened, with regard to employees of UTI or any third party which manages Subsidiary of UTI; (iii) there is no labor strike, material slowdown, material work stoppage or operates other material labor controversy in effect, or, to the knowledge of the executive officers of UTI, threatened against UTI or any of its Significant Subsidiaries; (iv) as of the Properties or Space Leases with respect date hereof, no representation question exists, nor to the knowledge of the executive officers of UTI are there any campaigns being conducted to solicit cards from the employees at such Properties of UTI or Space Leases, are any Subsidiary of UTI to authorize representation by any labor organization; (v) neither UTI nor any Subsidiary of UTI is party to, or is not otherwise bound by, any collective bargaining consent decree with any governmental authority relating to employees or employment practices of UTI or any Subsidiary of UTI; (vi) neither UTI nor any of its Subsidiaries has incurred any liability under, and has complied in all respects with, the Worker Adjustment Retraining Notification Act, and no fact or event exists that could give rise to liability under such Act; (vii) UTI and each of its Subsidiaries is in compliance with all applicable agreements, contracts and policies relating to employment, employment practices, wages, hours and terms and conditions of employment of the employees, except where the failure to be in compliance with each such agreement, contract and policy would not, either singly or other agreement or understanding with in the aggregate, have a labor union or labor organization; nor is any application for certification with respect to a union-organizing campaign outstanding; nor has any request for recognition by a labor union or labor organization been made to any of the Acquired Companies or to any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space LeasesMaterial Adverse Effect on UTI; (b) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases is the subject of any Legal Proceeding asserting that any of the Acquired Companies or such third parties has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; (cviii) there is no strikecomplaint, work stoppage lawsuit or proceeding in any forum by any Governmental Entity, by or on behalf of any present or former employee, any applicant for employment or any classes of the foregoing alleging breach of any express or implied contract of employment, any law or regulation governing employment of the termination thereof or other labor dispute involving discriminatory, wrongful or tortuous conduct in connection with the employment relationship against UTI or any of its Subsidiaries pending, or, to the Acquired Companies, affecting knowledge of UTI or any of the Properties its Subsidiaries, threatened, that has, or Space Leases would have, a Material Averse Effect on UTI; (ix) UTI and each of its Subsidiaries are in compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, except for non-compliance that does not have, and would not have, a Material Adverse Effect on UTI; and (x) there is no proceeding, claim, suit, action or governmental investigation pending or, to the knowledge of the Company PartiesUTI or any of its Subsidiaries, threatened, in respect to which any current or former director, officer, employee or agent of UTI or any of its Subsidiaries is or may be entitled to claim indemnification from UTI or any of its Subsidiaries (A) pursuant to their respective charters or bylaws; (dB) no complaint, charge or Legal Proceeding by or before as provided in any Governmental Body brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of its employees is pending or threatened against any of the Acquired Companies indemnification agreement to which UTI or any third party which manages or operates any Subsidiary of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (e) no grievance UTI is pending or, to the knowledge of the Company Parties, threatened against any of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; and (f) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are a party toparty, or otherwise bound by, any consent decree with(C) pursuant to applicable law that has, or citation bywould have, any Governmental Body relating to employees or employment practices. Except as set forth in Section 4.14 of the Disclosure Letter, there are no grants or subsidies from any Governmental Body to any Acquired Company related to employment, employee training and/or employment practices that are subject to any repayment obligation a Material Adverse Effect on the part of any Acquired CompanyUTI.

Labor Matters. (a) Except as set forth in on Section 4.14 3.14 of the Company Disclosure Letter: Schedule, (ai) there is no labor strike, dispute, slowdown, stoppage or lockout actually pending, or to the knowledge of the Company, threatened against or affecting the Company and during the past five years from the date of this Agreement there has not been any such action, (ii) the Company is not a party to or bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Company, (iii) none of the Acquired Companies or any third party which manages or operates any employees of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization; nor Company is any application for certification with respect to a union-organizing campaign outstanding; nor has any request for recognition represented by a labor union or labor organization been made to any of the Acquired Companies or to any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (b) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases is the subject of any Legal Proceeding asserting that any of the Acquired Companies or such third parties has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as and the Company does not have any knowledge of any union organizing activities among the employees of the Company within the past five years, (iv) there are no written personnel policies, rules or procedures applicable to wages or employees of the Company, other than those set forth on Section 3.14 of the Company Disclosure Schedule, true and correct copies of which have heretofore been delivered to Parent, (v) the Company is, and has at all times been, in compliance, in all material respects, with all applicable laws respecting employment and employment practices, terms and conditions of employment; , wages, hours of work and occupational safety and health, and is not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable laws, except for such non- compliance which has not had and would not reasonably be expected to have a Company Material Adverse Effect, (cvi) there is no strike, work stoppage unfair labor practice charge or other labor dispute involving any of complaint against the Acquired Companies, affecting any of the Properties or Space Leases Company pending or, to the knowledge of the Company PartiesCompany, threatened; threatened before the National Labor Relations Board or any similar state or foreign agency, (dvii) there is no complaint, charge or Legal Proceeding by or before any Governmental Body brought by or on behalf material pending grievance arising out of any employee, prospective employee, former employee, retiree, labor organization collective bargaining agreement or other representative of its employees is pending or threatened against any grievance procedure, (viii) to the knowledge of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases Company, no charges with respect to or relating to the employees at Company are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, (ix) the Company has not received notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company and no such Properties investigation is in progress, and (x) there are no complaints, lawsuits or Space Leases; (e) no grievance is other proceedings pending or, to the knowledge of the Company PartiesCompany, threatened against in any forum by or on behalf of any present or former employee of the Acquired Companies Company, any applicant for employment or any third party which manages or operates any classes of the Properties foregoing alleging breach by the Company or Space Leases its Subsidiaries of any express or implied contract or employment, any laws governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with respect the employment relationship, which, if determined adversely to the employees at such Properties or Space Leases; and Company could reasonably be expected to have a Company Material Adverse Effect. (fb) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body relating to employees or employment practices. Except as set forth in Section 4.14 3.14(b) of the Company Disclosure LetterSchedule, since the enactment of the Worker Adjustment and Retraining Notification Act (the "WARN Act"), (i) the Company has not effectuated a "plant -------- closing," (as defined in the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of the Company, (ii) there are no grants has not occurred a "mass layoff" (as defined in the WARN Act) affecting any site of employment or subsidies from facility of the Company; nor has the Company been affected by any Governmental Body transaction or engaged in layoffs or employment terminations sufficient in number to any Acquired Company related to employment, employee training and/or employment practices that are subject to any repayment obligation on the part trigger application of any Acquired similar state, local or foreign law or regulation, and (iii) none of the Company's employees has suffered an "employment loss" (as defined in the WARN Act) during the six month period prior to the date of this Agreement.

Labor Matters. Except as set forth for such matters which would not have individually or in Section 4.14 the aggregate, a Company Material Adverse Effect, neither the Company nor any of its subsidiaries has received written notice during the past two years of the Disclosure Letter: (a) none intent of any Governmental Entity responsible for the enforcement of labor, employment, occupational health and safety or workplace safety and insurance/workers compensation laws to conduct an investigation of the Acquired Companies Company or any third party which manages or operates any of its subsidiaries and, to the knowledge of the Properties Company, no such investigation is in progress. Except for such matters which would not have, individually or Space Leases in the aggregate, a Company Material Adverse Effect, (i) there are no (and have not been during the two year period preceding the date hereof) strikes or lockouts with respect to any employees of the employees at such Properties Company or Space Leases, are party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization; nor is any application for certification with respect to a union-organizing campaign outstanding; nor has any request for recognition by a labor union or labor organization been made to any of its subsidiaries (the Acquired Companies “Company Employees”), (ii) to the knowledge of the Company, there is no (and has not been during the two year period preceding the date hereof) union organizing effort pending or to any third party which manages threatened against the Company or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; its subsidiaries, (b) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases is the subject of any Legal Proceeding asserting that any of the Acquired Companies or such third parties has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; (ciii) there is no strike(and has not been during the two year period preceding the date hereof) unfair labor practice, work stoppage or other labor dispute involving any of the Acquired Companies, affecting any of the Properties (other than routine individual grievances) or Space Leases labor arbitration proceeding pending or, to the knowledge of the Company, threatened against the Company Parties, threatened; (d) no complaint, charge or Legal Proceeding by or before any Governmental Body brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of its employees subsidiaries, (iv) there is pending no (and has not been during the two year period preceding the date hereof) slowdown or threatened against any of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (e) no grievance is pending work stoppage in effect or, to the knowledge of the Company PartiesCompany, threatened against any of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; Company Employees, and (fv) none the Company and its subsidiaries are in compliance with all applicable Laws respecting employment and employment practices, terms and conditions of employment and wages and hours and unfair labor practices. Neither the Acquired Companies Company nor any of its subsidiaries has any liabilities under the Worker Adjustment and Retraining Act and the regulations promulgated thereunder (the “WARN Act”) or any third party which manages similar state or operates local law as a result of any action taken by the Company that would have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are its subsidiaries is a party to, or otherwise bound by, to any consent decree with, or citation by, any Governmental Body relating to employees or employment practicescollective bargaining agreements. Except as set forth would not have, individually or in Section 4.14 the aggregate a Company Material Adverse Effect, all individuals that have been or that are classified by the Company as independent contractors have been and are correctly so classified, and none of such individuals could reasonably be classified as an employee of the Disclosure Letter, there are no grants or subsidies from any Governmental Body to any Acquired Company related to employment, employee training and/or employment practices that are subject to any repayment obligation on the part of any Acquired Company.

Labor Matters. Except as set forth in Section 4.14 of the Disclosure Letter: (a) none Section 3.16 of the Acquired Companies or any third party which manages or operates any of Company Disclosure Schedule sets forth the Properties or Space Leases following information (to the extent applicable) with respect to the employees at such Properties or Space Leases, are party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization; nor is any application for certification with respect to a union-organizing campaign outstanding; nor has any request for recognition by a labor union or labor organization been made to any of the Acquired Companies or to any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (b) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases is the subject of any Legal Proceeding asserting that any of the Acquired Companies or such third parties has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; (c) there is no strike, work stoppage or other labor dispute involving any of the Acquired Companies, affecting any of the Properties or Space Leases pending or, to the knowledge each employee of the Company Parties, threatened; (d) no complaint, charge or Legal Proceeding by or before any Governmental Body brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of and its employees is pending or threatened against any Subsidiaries whose salary as of the Acquired Companies date of this Agreement is in excess of $100,000 (or any third party which manages or operates any approximate equivalent in foreign currency as of the Properties date of this Agreement) per year (including each such employee on leave of absence or Space Leases with respect layoff status, the name, job title and current salary paid or payable to the employees at such Properties or Space Leases; (e) no grievance is pending or, to the knowledge of the Company Parties, threatened against any of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; and (f) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body relating to employees or employment practicesemployee. Except as set forth in Section 4.14 3.16 of the Company Disclosure LetterSchedule, there are is no grants collective bargaining agreement in effect between the Company or subsidies from any Governmental Body Subsidiary of the Company and any labor unions or organizations representing any of the employees of the Company and its Subsidiaries. Since January 1, 2004, neither the Company nor any Subsidiary of the Company has experienced any organized slowdown, work interruption strike or work stoppage by its employees, and, to the Knowledge of the Company, there is no strike, labor dispute or union organization activities pending or threatened affecting the Company or its Subsidiaries. (b) Except as set forth in Section 3.16 of the Company Disclosure Schedule, the employment of each employee of the Company who earns as of the date of this Agreement in excess of $100,000 per year is terminable at the will of the Company. Except as set forth in Section 3.16 of the Company Disclosure Schedule, to the Knowledge of the Company, no key employee of the Company or its Subsidiaries intends to terminate his or her employment with the Company or its Subsidiaries. To the knowledge of the Company, no employee of the Company or any Acquired of its Subsidiaries is a party to, or is otherwise bound by, any agreement, including any confidentiality, non competition or proprietary rights agreement, between such employee and any Person other than the Company related to or its Subsidiaries that materially adversely affects or will affect the performance of that employee’s duties as an employee of the Company or its Subsidiaries following the Closing. (c) The Company and its Subsidiaries are, and since January 1, 2004, have been, in compliance in all material respects with all applicable Legal Requirements regarding employment and employment practices, terms and conditions of employment, employee training and/or wages and hours, anti-discrimination and occupational health and safety, including laws concerning unfair labor practices within the meaning of Section 8 of the National Labor Relations Act, as amended, and the employment practices that are subject to any repayment obligation on of non-residents under the part Immigration Reform and Control Act of any Acquired Company1986, as amended.

Labor Matters. Except as set forth in Section 4.14 of the Disclosure Letter: (a) none The Company has complied in all material respects with all applicable Laws relating to the employment of labor including the Acquired Companies provisions thereof relating to wages, hours, collective bargaining and the payment of social security and Taxes related to or affecting the Company and is not liable for any arrears of wages or any third party which manages Tax or operates any penalty for failure to comply with any of the Properties or Space Leases with respect to the employees at such Properties or Space Leasesforegoing. There is no labor strike, are party tolabor union dispute, slowdown, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization; nor is any application for certification with respect to a union-organizing campaign outstanding; nor has any request for recognition by a labor union or labor organization been made to any of the Acquired Companies or to any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (b) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases is the subject of any Legal Proceeding asserting that any of the Acquired Companies or such third parties has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; (c) there is no strike, work stoppage or other labor dispute involving any of the Acquired Companies, affecting any of the Properties or Space Leases actually pending or, to the knowledge of the Company PartiesCompany, threatened; (d) no complaint, charge or Legal Proceeding by or before any Governmental Body brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of its employees is pending or threatened against any of or affecting the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases Company. No labor union representation question exists with respect to the employees at of the Company and there is no strike or work stoppage (other than on an industry-wide basis) involving the employees of the Company, and no collective bargaining agreement with employees of the Company is in effect or is currently being negotiated. To the knowledge of the Company, there are no ongoing efforts to organize (or seek union representation for) the Company’s workforce, or any subset thereof. (b) The Company is not a party to or bound by any collective bargaining agreement, trade union agreement or employee representative agreement; the Company has complied with its respective obligations to inform, consult with and/or obtain consent under any such Properties arrangement or Space Leases; from any such entity or covered employee about the transactions contemplated by the Transaction Documents. (ec) no grievance is pending orAll persons who have performed services for the Company while classified as independent contractors have satisfied the requirements of Law to be so classified, and the Company has fully and accurately reported their compensation on IRS Forms 1099 or other applicable Tax forms for independent contractors when required to do so. (d) The employees of the Company named in Section 3.17(d) of the Disclosure Schedule have entered into confidentiality and assignment of inventions agreements in favor of the Company that remain in effect (the “Designated Employees”). No employee of the Company (i) to the knowledge of the Company, is in violation of any term of any patent 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 Parties, threatened against any because of the Acquired Companies nature of the business conducted by the Company or to the use of trade secrets or proprietary information of others, or (ii) in the case of any current key employee or group of current key employees, has given notice to the Company that such employee or any third party which manages employee in a group of key employees intends to terminate his or operates any of her employment with the Properties or Space Leases with respect to the employees at such Properties or Space Leases; and Company. (fe) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body relating to employees or employment practices. Except as set forth in Section 4.14 3.17(e) of the Disclosure LetterSchedule lists all employees of the Company who are not citizens or permanent residents of the United States, there and indicates immigration status and the date work authorization is scheduled to expire. All other persons employed by the Company in the United States are no grants citizens or subsidies from permanent residents. Section 3.17(e) of the Disclosure Schedule also lists and describes all expatriate Contracts that the Company has in effect with any Governmental Body employee and all employment Contracts and independent contractor arrangements covering any individuals providing services outside the country in which they are nationals. Each employee of the Company working in a country other than one of which such employee is a national has a valid work permit or visa enabling him or her to any Acquired Company related to employment, employee training and/or employment practices that are subject to any repayment obligation on work lawfully in the part of any Acquired Companycountry in which such individual is employed.

Labor Matters. Except as set forth in Section 4.14 of the Disclosure Letter: (a) none of There are no strikes, work stoppages, slowdowns or lockouts pending, or reasonably likely to occur in the Acquired Companies immediate future, against or involving the Borrower or any third party of its Subsidiaries, other than those which manages in the aggregate would not constitute or operates result in a Material Adverse Change. (b) There are no arbitrations or grievances pending against or involving the Borrower or any of the Properties or Space Leases with respect its Subsidiaries, nor, to the employees at such Properties or Space Leasesbest knowledge of Borrower, are party there any arbitrations or grievances threatened involving the Borrower or any of its Subsidiaries, other than those which in the aggregate would not constitute or result in a Material Adverse Change. (c) Neither the Borrower nor any of its Subsidiaries are parties to, or bound byhave any obligations under, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization; nor is any application for certification with respect to a union-organizing campaign outstanding; nor has any request for recognition than collective bargaining agreement(s) copies of which (certified by a labor union or labor organization the Borrower as being true, correct and complete) have been made to any of the Acquired Companies or to any third party which manages or operates any of the Properties or Space Leases with respect furnished to the employees at such Properties or Space Leases; Agent. (bd) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases is the subject of any Legal Proceeding asserting that any of the Acquired Companies or such third parties has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; (c) there is There are no strikerepresentation proceedings pending, work stoppage or other labor dispute involving any of the Acquired Companies, affecting any of the Properties or Space Leases pending or, to the best knowledge of the Company PartiesBorrower, threatened; threatened with the National Labor Relations Board, and no labor organization or group of employees of the Borrower or any of its Subsidiaries have made a pending demand for recognition, other than those which in the aggregate would not constitute or result in a Material Adverse Change. (de) There are no complaintunfair labor practice charges, charge grievances or Legal Proceeding by complaints pending or before any Governmental Body brought in process or, to the best knowledge of Borrower, threatened by or on behalf of any employee, prospective employee, former employee, retiree, labor organization employee or other representative group of employees of the Borrower or any of its employees is pending Subsidiaries other than those which in the aggregate would not constitute or threatened result in a Material Adverse Change. (f) There are no complaints or charges against the Borrower or any of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (e) no grievance is its Subsidiaries pending or, to the best knowledge of the Company PartiesBorrower, threatened against to be filed with any of the Acquired Companies Governmental Authority or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; and (f) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leasesarbitrator based on, are a party toarising out of, in connection with, or otherwise bound by, any consent decree with, or citation by, any Governmental Body relating to employees the employment by the Borrower or employment practices. Except as set forth in Section 4.14 any of the Disclosure Letter, there are no grants or subsidies from any Governmental Body to any Acquired Company related to employment, employee training and/or employment practices that are subject to any repayment obligation on the part its Subsidiaries of any Acquired Companyindividual, other than those which in the aggregate would not constitute or result in a Material Adverse Change. (g) The Borrower and each of its Subsidiaries is in compliance with all laws, and all orders of any court, governmental agency or arbitrator, relating to the employment of labor, including all such laws relating to wages, hours, collective bargaining, discrimination, civil rights, and the payment of withholding and/or social security and similar taxes, other than such non- compliances as in the aggregate would not constitute or result in a Material Adverse Change.

Labor Matters. Except as set forth in Section 4.14 of the Disclosure Letter: Statement or for events that occur after the date hereof which are disclosed in writing by the Company to Wats▇▇, (a) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization; nor is any application for certification with respect to a union-organizing campaign outstanding; nor has any request for recognition by a labor union or labor organization been made to any of the Acquired Companies or to any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (b) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases is the subject of any Legal Proceeding asserting that any of the Acquired Companies or such third parties has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; (c▇) there is no labor strike, dispute, slowdown, work stoppage or other labor dispute involving any of the Acquired Companies, affecting any of the Properties or Space Leases lockout pending or, to the knowledge of the Company, threatened against or affecting the Company Partiesor any of its Subsidiaries and during the past three years, threatenedthere has not been any such action; (b) there are no union claims to represent the employees of the Company or any of its Subsidiaries, (c) neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Company or any of its Subsidiaries; (d) no complaint, charge none of the employees of the Company or Legal Proceeding any of its Subsidiaries are represented by or before any Governmental Body brought by or on behalf labor organization and the Company does not have any knowledge of any employee, prospective employee, former employee, retiree, labor organization current union organizing activities among the employees of the Company or other representative any of its employees is pending or threatened against any Subsidiaries, nor to the knowledge of the Acquired Companies or Company does any third party which manages or operates any of the Properties or Space Leases question concerning representation exist with respect to the employees at such Properties or Space Leasesemployees; (e) to the knowledge of the Company, the Company and its Subsidiaries are, and has at all times been, in material compliance with all applicable employment laws and practices, including, without limitation, any such laws relating to employment discrimination, occupational safety and health and unfair labor practices; (f) there is no grievance is unfair labor practice charge or complaint against the Company or any of its Subsidiaries pending or, to the knowledge of the Company PartiesCompany, threatened against before the National Labor Relations Board or, to the knowledge of the Company, any charges or complaints, or facts which could reasonably give rise to a charge or complaint, pending or threatened with any Governmental Entity who has jurisdiction over unlawful employment practices; (g) there is no grievance or arbitration proceeding arising out of any collective bargaining agreement or other grievance procedure pending relating to the Company or any of its Subsidiaries; (h) 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 A-21 22 for any services performed by them to the date of this Agreement or amounts required to be reimbursed to such employees; (i) upon termination of the employment of any of the Acquired Companies employees of the Company or any third party which manages or operates of its Subsidiaries after the Closing, neither the Company nor any of its Subsidiaries will be liable to any of its employees for severance pay, except as otherwise required by federal law; (j) the Properties employment of each of the Company's or Space Leases with respect its Subsidiaries' employees is terminable at will without cost to the employees at such Properties Company or Space Leasesany of its Subsidiaries except for payments disclosed on the Disclosure Statement or required under the Plans, Welfare Plans and Employee Benefit Plans and payment of accrued salaries or wages and vacation pay; (k) no employee or former employee of the Company or any of its Subsidiaries has any right to be rehired by the Company or its Subsidiaries prior to the Company's or its Subsidiaries' hiring a person not previously employed by the Company or its Subsidiaries; and (fl) none the Disclosure Statement contains a true and complete list of all employees who are employed by the Acquired Companies Company or any third party which manages or operates of its Subsidiaries as of December 1, 1996, and said list correctly reflects their salaries, wages, other compensation (other than benefits under the Plans, Welfare Plans and Employee Benefit Plans), dates of employment and positions. Neither the Company nor any of its Subsidiaries owes any past or present employee any sum in excess of $25,000 individually or $50,000 in the Properties aggregate other than for accrued wages or Space Leases with respect salaries for the current payroll period, and amounts payable under Plans, Welfare Plans or Employee Benefit Plans. No employee owes any sum to the Company or any of its Subsidiaries in excess of $25,000, and all employees at such Properties together do not owe the Company or Space Leases, are a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body relating to employees or employment practices. Except as set forth of its Subsidiaries in Section 4.14 excess of the Disclosure Letter, there are no grants or subsidies from any Governmental Body to any Acquired Company related to employment, employee training and/or employment practices that are subject to any repayment obligation on the part of any Acquired Company$50,000.

Labor Matters. Except as set forth in Section 4.14 of the Disclosure Letter: (a) none The Company has made available to Parent a complete and accurate list, as of the Acquired Companies date of this Agreement, of each employee of the Company and its Subsidiaries, and each employee’s annual compensation and at-will employment status. To the Knowledge of the Company, the Company and each of its Subsidiaries has, for purposes of each Employee Plan, correctly classified those individuals performing services for the Company and its Subsidiaries as common law employees, leased employees, or any third party which manages or operates independent contractors of the Company and its Subsidiaries. (b) (i) Neither the Company nor any of the Properties or Space Leases with respect its Subsidiaries is a party to the employees at such Properties or Space Leases, are party to, or bound by, any collective bargaining agreement, contract labor union contract, neutrality agreement, trade union agreement or other agreement concerning the representation of Persons employed by the Company or understanding any of its Subsidiaries (each a “Collective Bargaining Agreement”) with a labor union any union, works council, or other labor organization; nor is (ii) to the Knowledge of the Company, there are no activities or proceedings of any application for certification with respect labor organization, works council or trade union to a union-organizing campaign outstanding; nor has organize any request for recognition by a labor union employees of the Company or labor organization been made to any of its Subsidiaries; (iii) no Collective Bargaining Agreement is being negotiated by the Acquired Companies Company or to any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leasesits Subsidiaries; (b) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases is the subject of any Legal Proceeding asserting that any of the Acquired Companies or such third parties has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; (civ) there is no material strike, lockout, slowdown, picking, refusal to cross picket lines, hand-billing or work stoppage against the Company or other labor dispute involving any of the Acquired Companies, affecting any of the Properties or Space Leases its Subsidiaries pending or, to the knowledge Knowledge of the Company, threatened against or that may interfere with the respective business activities of the Company Parties, threatenedor any of its Subsidiaries; (dv) there is no material unfair labor practice charge, complaint, charge labor dispute or Legal Proceeding by or before any Governmental Body brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or arbitration proceeding (other representative of its employees is pending or threatened against any of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (ethan routine individual grievances) no grievance is pending or, to the knowledge Knowledge of the Company PartiesCompany, threatened against the Company or any of its Subsidiaries; (vi) there is no pending or, to the Knowledge of the Company, threatened action or investigation that has been asserted or instituted against the Company or any of its Subsidiaries by any Person relating to the legal status or classification of an individual classified by the Company or any of its Subsidiaries as a non-employee (such as an independent contractor, a leased employee, or a consultant). (c) The Company and its Subsidiaries have complied with applicable Laws and Orders with respect to employment (including applicable Laws regarding wage and hour requirements, wage statements, correct classification of independent contractors and of employees as exempt and non-exempt, immigration status, work authorization, discrimination in employment, layoffs, affirmative action, pay equality, privacy, disability accommodations, workers’ compensation, employee health and safety, and collective bargaining) in all material respects. (d) The Company 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 are not, to the Knowledge of the Company, liable for any arrears of wages or any taxes or any penalty for failure to comply with any of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; and (f) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body relating to employees or employment practices. Except as set forth in Section 4.14 of the Disclosure Letter, there are no grants or subsidies from any Governmental Body to any Acquired Company related to employment, employee training and/or employment practices that are subject to any repayment obligation on the part of any Acquired Companyforegoing.

Labor Matters. Except as set forth in Section 4.14 of the Disclosure Letter: (a) none of Neither the Acquired Companies or any third party which manages or operates Company nor any of the Properties its Subsidiaries is a party to or Space Leases with respect to the employees at such Properties or Space Leases, are party to, or is bound by, by any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization; organization involving any employees of the Company, nor is any application for certification with respect to a union-organizing campaign outstanding; nor has any request for recognition by a labor union the Company or labor organization been made to any of the Acquired Companies or to any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (b) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases is its Subsidiaries the subject of any Legal Proceeding a proceeding asserting that it or any of the Acquired Companies or such third parties Subsidiary has committed an unfair labor practice (within the meaning of the National Labor Relations Act) or seeking to compel it the Company or any such Subsidiary to bargain with any labor organization as to wages or terms and conditions of employment; (c) , nor is there is no strike, work stoppage any strike or other material labor dispute involving its or any of the Acquired Companies, affecting any of the Properties or Space Leases its Subsidiaries’ employees pending or, to the knowledge Knowledge of the Company PartiesCompany, threatened; , nor, to the Knowledge of the Company, is there any activity involving its or any of its Subsidiaries’ employees seeking to certify a collective bargaining unit or engaging in other organizational activity. (db) As of the date of this Agreement, there is no complaintwritten labor or employment-related charge, charge complaint or Legal Proceeding by or before any Governmental Body brought by or on behalf claim of any employee, prospective employee, former employee, retiree, labor organization or other representative of its employees is pending or threatened against any of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (e) no grievance is sort pending or, to the knowledge Knowledge of the Company, threatened, against the Company Parties, threatened against or any Subsidiary of the Acquired Companies or any third party which manages or operates any Company, or, to the Knowledge of the Properties or Space Leases Company, with respect to the current and former employees at such Properties of the Company, the PEO related to services provided on behalf of the Company, before any Governmental Entity. (c) Since January 1, 2018, the Company and the Company Subsidiaries have been and are in compliance with (i) all applicable laws respecting employment and employment practices, terms and conditions of employment, collective bargaining, disability, immigration, health and safety, wages, hours and benefits, harassment, non-discrimination in employment, workers’ compensation, unemployment compensation and the collection and payment of withholding or Space Leases; payroll Taxes and similar Taxes and (fii) none all obligations of the Acquired Companies Company and the Company Subsidiaries under any employment agreement, consulting agreement, severance agreement, collective bargaining agreement or any third party which manages similar employment or operates labor-related agreement or understanding, except, in each case, any such noncompliance that would not, individually or in the aggregate, have, or would reasonably be expected to have, a Company Material Adverse Effect. Since January 1, 2018, all independent contractors and consultants providing personal services to the Company and the Company Subsidiaries have been properly classified as independent contractors for purposes of all applicable laws, including applicable laws with respect to employee benefits, and all employees of the Company and the Company Subsidiaries have been properly classified under the FLSA. (d) Since January 1, 2018, the Company and its Subsidiaries have complied with all applicable laws, rules and regulations relating to labor, labor relations or employment, including, without limitation, any provisions thereof relating to equal employment opportunity, wages, hours, overtime regulation, employee safety and health, immigration control, drug testing, termination pay, vacation pay, fringe benefits, collective bargaining and the payment and/or accrual of the same and all Taxes, insurance and all other costs and expenses applicable thereto, and neither the Company nor any of its Subsidiaries is liable for any arrearage, or any Taxes, costs or penalties for failure to comply with any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body relating to employees or employment practices. Except as set forth in Section 4.14 of the Disclosure Letter, there are no grants or subsidies from any Governmental Body to any Acquired Company related to employment, employee training and/or employment practices that are subject to any repayment obligation on the part of any Acquired Companyforegoing.

Labor Matters. Except as set forth in Section 4.14 of the Disclosure Letter: (a) none The Company has made available to the Parent complete and correct copies of all collective bargaining agreements and other labor union contracts (including all amendments thereto) applicable to any employees of the Acquired Companies Company or any third party which manages or operates any of the Properties or Space Leases with respect to subsidiaries of the employees at such Properties or Space LeasesCompany (the “Company CBAs”). (b) No labor union, are party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization; nor is any application for certification with respect to a union-organizing campaign outstanding; nor has any request for recognition by a labor union or labor organization been made to or group of employees of the Company or any of the Acquired Companies or to any third party which manages or operates any subsidiaries of the Properties Company has made a demand for recognition or Space Leases with respect to the employees at such Properties or Space Leases; (b) none certification pending as of the Acquired Companies date hereof, and there are no representation or any third party which manages certification proceedings or operates any petitions seeking a representation proceeding pending as of the Properties or Space Leases with respect to the employees at such Properties or Space Leases is the subject of any Legal Proceeding asserting that any of the Acquired Companies or such third parties has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; (c) there is no strike, work stoppage or other labor dispute involving any of the Acquired Companies, affecting any of the Properties or Space Leases pending date hereof or, to the knowledge Knowledge of the Company, threatened as of the date hereof to be brought or filed with any labor relations tribunal or authority. To the Knowledge of the Company, there are no labor union organizing activities pending or threatened as of the date hereof with respect to any employees of the Company Partiesor any of the subsidiaries of the Company. (c) Neither the Company nor any of the subsidiaries of the Company is currently engaged in any layoffs or employment terminations sufficient in number to trigger application of the Worker Adjustment and Retraining Notification Act of 1988, threatened; as amended (the “WARN Act”), the Wisconsin WARN Act, Section 109.07 of the Wisconsin Statutes, or any similar state, local or foreign law, and neither the Company nor any of the subsidiaries of the Company has any liabilities under the WARN Act that have had or would reasonably be expected to have a Material Adverse Effect. (d) To the Knowledge of the Company, no complaint, charge employee of the Company or Legal Proceeding by or before any Governmental Body brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of its employees is pending or threatened against any of the Acquired Companies subsidiaries of the Company is in any material respect in violation of any term of any employment-related agreement, nondisclosure agreement, noncompetition agreement, restrictive covenant or other obligation to a former employer of any third party which manages such employee relating (A) to the right of any such employee to be employed by the Company or operates any of the Properties subsidiaries of the Company or Space Leases with respect (B) to the employees at such Properties knowledge or Space Leases; use of trade secrets or proprietary information. (e) To the Knowledge of the Company, no grievance is pending or, to the knowledge current officer or key employee of the Company Parties, threatened against or any of the Acquired Companies subsidiaries of the Company intends to terminate his or her employment, whether on account of the transactions contemplated by this Agreement or for any third party which manages other reason. (f) The Company and each of the subsidiaries of the Company are and have been in compliance with all applicable Laws respecting employment and employment practices, including, all laws respecting terms and conditions of employment, health and safety, wages and hours, child labor, immigration, employment discrimination, disability rights or operates benefits, equal opportunity, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues and unemployment insurance, except where any failure to be in compliance would not reasonably be expected to result in a Material Adverse Effect. To the Knowledge of the Company, the Company and each of the subsidiaries of the Company are not delinquent in payments to any employees or former employees for any services or amounts required to be reimbursed or otherwise paid. Neither the Company nor any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; and (f) none subsidiaries of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are Company is a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body Order relating to employees or employment practices. Except as set forth in Section 4.14 . (g) From December 31, 2008 to the date of this Agreement, there has been no actual, or, to the Knowledge of the Disclosure LetterCompany, there threatened labor disputes, strikes, slowdowns, work stoppages or lockouts by or with respect to any employee of the Company or any of the subsidiaries of the Company. (h) There are no grants arbitrations, written grievances or subsidies from written complaints outstanding or, to the Knowledge of the Company, threatened against the Company or any of the subsidiaries of the Company under any of the Company CBAs, except for such matters as would not reasonably be expected to result in a Material Adverse Effect. None of the Company or any of the subsidiaries of the Company has received (i) notice of any unfair labor practice charge or complaint pending or, to the Knowledge of the Company, threatened before the National Labor Relations Board or any other Governmental Entity against them, (ii) written notice of any charge or complaint with respect to or relating to them pending before the Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, (iii) notice of the intent of any Governmental Body to any Acquired Company related to Entity responsible for the enforcement of labor, employment, employee training and/or employment practices wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that are subject to any repayment obligation on the part such investigation is in progress, or (iv) notice of any Acquired complaint, lawsuit or other proceeding pending or, to the Knowledge of the Company, threatened in any forum by or on behalf of any present or former employee of such entities, any applicant for employment or classes of the foregoing alleging breach of any express or implied contract of employment, any applicable law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, except for any notice pertaining to matters which would not reasonably be expected to result in a Material Adverse Effect.

Labor Matters. Except as set forth in Section 4.14 of the Disclosure Letter: Statement or for events that occur after the date hereof which are disclosed in writing by the Company to Wats▇▇, (a) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization; nor is any application for certification with respect to a union-organizing campaign outstanding; nor has any request for recognition by a labor union or labor organization been made to any of the Acquired Companies or to any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (b) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases is the subject of any Legal Proceeding asserting that any of the Acquired Companies or such third parties has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; (c▇) there is no labor strike, dispute, slowdown, work stoppage or other labor dispute involving any of the Acquired Companies, affecting any of the Properties or Space Leases lockout pending or, to the knowledge of the Company, threatened against or affecting the Company Partiesand during the past three years, threatenedthere has not been any such action; (b) there are no union claims to represent the employees of the Company, (c) the Company is not a party to or bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Company; (d) no complaint, charge or Legal Proceeding none of the employees of the Company are represented by or before any Governmental Body brought by or on behalf labor organization and the Company does not have any knowledge of any employee, prospective employee, former employee, retiree, labor organization or other representative of its current 29 30 union organizing activities among the employees is pending or threatened against any of the Acquired Companies or any third party which manages or operates any Company, nor to the knowledge of the Properties or Space Leases with respect to the employees at Company does any question concerning representation exist concerning such Properties or Space Leasesemployees; (e) to the knowledge of the Company, the Company is, and has at all times been, in material compliance with all applicable employment laws and practices, including, without limitation, any such laws relating to employment discrimination, occupational safety and health and unfair labor practices; (f) there is no grievance is unfair labor practice charge or complaint against the Company pending or, to the knowledge of the Company PartiesCompany, threatened against before the National Labor Relations Board or, to the knowledge of the Company, any charges or complaints, or facts which could give rise to a charge or complaint, pending or threatened with any Governmental Entity who has jurisdiction over unlawful employment practices; (g) there is no grievance or arbitration proceeding arising out of any collective bargaining agreement or other grievance procedure pending relating to the Company; (h) the Company is not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them to the date of this Agreement or amounts required to be reimbursed to such employees; (i) upon termination of the employment of any of the Acquired Companies or any third party which manages or operates employees of the Company after the Closing, the Company will not be liable to any of its employees for severance pay; (j) the Properties or Space Leases with respect employment of each of the Company's employees is terminable at will without cost to the employees at such Properties Company except for payments disclosed on the Disclosure Statement or Space Leasesrequired under the Plans, Welfare Plans and Employee Benefit Plans and payment of accrued salaries or wages and vacation pay; (k) no employee or former employee of the Company has any right to be rehired by the Company prior to the Company's hiring a person not previously employed by the Company; and (fl) none the Disclosure Statement contains a true and complete list of all employees who are employed by the Acquired Companies Company as of June 30, 1996, and said list correctly reflects their salaries, wages, other compensation (other than benefits under the Plans, Welfare Plans and Employee Benefit Plans), dates of employment and positions. The Company does not owe any past or present employee any third party which manages sum in excess of $50,000 individually or operates $100,000 in the aggregate other than for accrued wages or salaries for the current payroll period, and amounts payable under Plans, Welfare Plans or Employee Benefit Plans. No employee owes any of the Properties or Space Leases with respect sum to the Company in excess of $50,000, and all employees at such Properties or Space Leases, are a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body relating to employees or employment practices. Except as set forth together do not owe the Company in Section 4.14 excess of the Disclosure Letter, there are no grants or subsidies from any Governmental Body to any Acquired Company related to employment, employee training and/or employment practices that are subject to any repayment obligation on the part of any Acquired Company$100,000.

Labor Matters. Except as set forth (i) The Company and its Subsidiaries are in Section 4.14 compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment, health and safety, and wages and hours; (ii) Neither the Disclosure Letter: (a) none Company nor any of its Subsidiaries has received written notice of any charge or complaint against the Acquired Companies Company or any third party which manages of its Subsidiaries pending before the Equal Employment Opportunity Commission, the National Labor Relations Board, or operates any other government agency or court or other tribunal regarding an unlawful employment practice; (iii) Neither the Company nor any of the Properties or Space Leases with respect its Subsidiaries is a party to the employees at such Properties or Space Leases, are party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization; nor is any application for certification with respect to a union-organizing campaign outstanding; nor has any request for recognition by a labor union or labor organization been made to any of the Acquired Companies or to any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (b) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases is the subject of any Legal Proceeding asserting that any of the Acquired Companies or such third parties has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; (c) and there is no labor strike, work slowdown or stoppage or other labor dispute involving any of the Acquired Companies, affecting any of the Properties or Space Leases actually pending or, to the knowledge of the Company, threatened against or affecting the Company Parties, threatenedor any of its Subsidiaries; (div) Neither the Company nor any of its Subsidiaries has received notice that any representation petition respecting the employees of the Company or any of its Subsidiaries has been filed with the National Labor Relations Board, and, to the knowledge of the Company, there has been no complaintlabor union prior to the date hereof organizing any employees of the Company or any of its Subsidiaries into one or more collective bargaining units; (v) There are no complaints, charge lawsuits, arbitrations or Legal Proceeding by other proceedings pending, or before any Governmental Body brought to the knowledge of the Company, threatened by or on behalf of any employee, prospective employee, present or former employee, retiree, labor organization employee of the Company or other representative any of its employees is pending Subsidiaries alleging breach of any express or threatened against any implied contract of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leasesemployment; (evi) no grievance is pending or, to To the knowledge of the Company PartiesCompany, threatened against any no federal, state, or local agency responsible for the enforcement of the Acquired Companies labor or any third party which manages or operates any of the Properties or Space Leases employment laws intends to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress; (vii) There are no personnel arrangements, understandings, policies, rules or procedures (whether written or oral) applicable to employees at such Properties or Space Leases; and (f) none of the Acquired Companies Company or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body relating to employees or employment practices. Except as its Subsidiaries other than those set forth in Section 4.14 3.21(a) of the Company Disclosure LetterSchedule, there true, correct and complete copies of which have heretofore been delivered to Parent; and (viii) There are no grants employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) or subsidies from any Governmental Body other agreements (whether written or oral) with any employees of the Company or any Subsidiary thereto. (b) The Company and its Subsidiaries are and have been in substantial compliance with all notice and other requirements under the Worker Adjustment and Retaining Notification Act ("WARN") or similar state statute. None of the employees of the Company or any of its Subsidiaries have suffered an "employment loss" (as defined in WARN) during the ninety (90)-day period prior to the execution of this Agreement. (c) Neither the Company nor any Acquired Company related of its Subsidiaries is bound by any contract, arrangement, understanding, policy, rule or procedure (whether written or oral) that restricts its ability to employment, employee training and/or terminate the employment practices that are subject to any repayment obligation on the part of any Acquired Companyof its employees at any time without payment or other liability.

Labor Matters. (a) Except as set forth in Section 4.14 3.12(a) of the Company Disclosure Letter: (a) none Schedules, the Company and its Subsidiaries are neither party to nor bound by any Collective Bargaining Agreement and no employees of the Acquired Companies Company or its Subsidiaries are represented by any third party which manages labor union, works council, or operates any of the Properties or Space Leases other labor organization with respect to the employees at such Properties employment with the Company or Space Leasesits Subsidiaries. Current, are party correct and complete copies of any Collective Bargaining Agreements set forth in Section 3.12(a) of the Company Disclosure Schedules have been provided to Parent. (b) Since December 31, 2018, there have been no actual or, to the Knowledge of the Company, threatened material strikes, lockouts, work stoppages, slowdowns, picketing, handbilling or other labor disputes against or affecting the Company or any of its Subsidiaries. To the Knowledge of the Company, in the past three years, there has been no material union organizing effort or activity pending or threatened against the Company or any of its Subsidiaries. The Company and its Subsidiaries have satisfied in all material respects any legal or contractual requirements to provide notice to, or bound byto enter into any consultation procedure with, any collective bargaining agreementlabor union, contract or other agreement or understanding with a labor union or labor organization; nor is any application for certification with respect to a union-organizing campaign outstanding; nor has any request for recognition by a labor union or labor organization been made to or works council, which is representing any employee of the Acquired Companies Company or to any third party which manages its Subsidiaries, in connection with the execution of this Agreement or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (b) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases is the subject of any Legal Proceeding asserting that any of the Acquired Companies or such third parties has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; transactions contemplated by this Agreement. (c) there is no strikeExcept as would not have, work stoppage individually or other labor dispute involving any in the aggregate, a Company Material Adverse Effect, since December 31, 2018, to the Knowledge of the Acquired CompaniesCompany, affecting (i), no allegations of sexual harassment, other sexual misconduct or race discrimination have been made against any employee of the Properties Company with the title of Vice President or Space Leases above through the Company’s anonymous employee hotline or any formal human resources communication channels at the Company, (ii) there are no actions, suits, investigations or proceedings pending or, to the knowledge Knowledge of the Company, threatened related to any allegations of sexual harassment, other sexual misconduct or race discrimination by any employee of the Company Partieswith the title of director, threatened; Vice President or above and (diii) no complaint, charge or Legal Proceeding by or before neither the Company nor any Governmental Body brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of its employees is pending Subsidiaries has entered into any settlement agreements related to allegations of sexual harassment, other sexual misconduct or threatened against race discrimination by any of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (e) no grievance is pending or, to the knowledge employee of the Company Partieswith the title of Vice President or above (or equivalent title based on role, threatened against any of the Acquired Companies responsibility or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; and (f) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body relating to employees or employment practices. Except as set forth in Section 4.14 of the Disclosure Letter, there are no grants or subsidies from any Governmental Body to any Acquired Company related to employment, employee training and/or employment practices that are subject to any repayment obligation on the part of any Acquired Companypay grade).

Labor Matters. Except as set forth for events that occur after the date hereof ------------- which are disclosed in Section 4.14 of writing by the Disclosure Letter: Company to Petopia, (a) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization; nor is any application for certification with respect to a union-organizing campaign outstanding; nor has any request for recognition by a labor union or labor organization been made to any of the Acquired Companies or to any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (b) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases is the subject of any Legal Proceeding asserting that any of the Acquired Companies or such third parties has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; (c) there is no labor strike, dispute, slowdown, work stoppage or other labor dispute involving any of the Acquired Companies, affecting any of the Properties or Space Leases lockout pending or, to the knowledge of the Company, threatened against or affecting the Company Partiesand during the past three years, threatenedthere has not been any such action; (b) there are no union claims to represent the employees of the Company; (c) the Company is not a party to or bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Company; (d) no complaint, charge or Legal Proceeding none of the employees of the Company is represented by or before any Governmental Body brought by or on behalf labor organization and the Company does not have any knowledge of any employee, prospective employee, former employee, retiree, labor organization or other representative of its current union organizing activities among the employees is pending or threatened against any of the Acquired Companies or any third party which manages or operates any Company, nor to the knowledge of the Properties or Space Leases Company does any question concerning representation exist with respect to the employees at such Properties or Space Leasesemployees; (e) to the knowledge of the Company, the Company is, and has at all times been, in material compliance with all applicable employment laws and practices, including, without limitation, any such laws relating to employment discrimination, occupational safety and health and unfair labor practices; (f) there is no grievance is unfair labor practice charge or complaint against the Company pending or, to the knowledge of the Company PartiesCompany, threatened against before the National Labor Relations Board or, to the knowledge of the Company, any charges or complaints, or facts which could reasonably give rise to a charge or complaint, pending or threatened with any Governmental Entity who has jurisdiction over unlawful employment practices; (g) there is no grievance or arbitration proceeding arising out of any collective bargaining agreement or other grievance procedure pending relating to the Company; (h) the Company is not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct 28 compensation for any services performed by them to the date of this Agreement or amounts required to be reimbursed to such employees; (i) upon termination of the employment of any of the Acquired Companies or any third party which manages or operates employees of the Company after the Closing, the Surviving Corporation will not be liable to any of its employees for severance pay, except as otherwise required by federal law; (j) the Properties or Space Leases with respect employment of each of the Company's' employees is terminable at will without cost to the employees at such Properties Company except for payments disclosed on the Disclosure Statement or Space Leasesrequired under the Employee Benefit Plans and payment of accrued salaries or wages and vacation pay; (k) no employee or former employee of the Company has any right to be rehired by the Company prior to the Company's' hiring a person not previously employed by the Company; and (fl) none the Disclosure Statement contains a true and complete list of all employees who are employed by the Company as of the Acquired Companies date hereof, and said list correctly reflects their salaries, wages, other compensation (other than benefits under the Employee Benefit Plans), dates of employment and positions. The Company does not owe any past or present employee any third party which manages sum in excess of $5,000 individually or operates $10,000 in the aggregate other than for accrued wages or salaries for the current payroll period, and amounts payable under the Employee Benefit Plans. No employee owes any of the Properties or Space Leases with respect sum to the Company in excess of $5,000, and all employees at such Properties or Space Leases, are a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body relating to employees or employment practices. Except as set forth together do not owe the Company in Section 4.14 excess of the Disclosure Letter, there are no grants or subsidies from any Governmental Body to any Acquired Company related to employment, employee training and/or employment practices that are subject to any repayment obligation on the part of any Acquired Company$10,000.

Labor Matters. Except as set forth in Section 4.14 of Neither the Disclosure Letter: (a) none of the Acquired Companies or any third party which manages or operates Company nor any of the Properties its Subsidiaries is or Space Leases with respect ever has been a party to the employees at such Properties or Space Leases, are party to, or bound by, any collective bargaining agreement, contract agreement or other labor agreement or understanding with a labor union or labor organization; nor is any application for certification with respect to a union-organizing campaign outstanding; nor has any request for recognition by a labor union or labor organization and no union or labor organization has been recognized by the Company or any of its Subsidiaries as an exclusive bargaining representative for employees of the Company or any of its Subsidiaries. To the Company's knowledge, there is no current union representation question involving employees of the Company or any of its Subsidiaries, nor does the Company have knowledge of any significant activity or proceeding of any labor organization (or representative thereof) or employee group to organize any such employees. Neither the Company nor any of its Subsidiaries has made any commitment that would require the application of the terms of any collective bargaining agreements entered into by the Company or any of its Subsidiaries to Purchasers, or to any subsidiary of any of the Acquired Companies Purchasers (other than the Company or to its Subsidiaries). Except as disclosed on the COMPANY SCHEDULE, (a) there is no active arbitration under any third party which manages collective bargaining agreement involving the Company or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; its Subsidiaries, (b) none of there is no unfair labor practice, grievance, employment discrimination or other labor or employment related charge, complaint or claim against the Acquired Companies Company or any third party which manages of its Subsidiaries pending before any court, arbitrator, mediator or operates any of the Properties governmental agency or Space Leases with respect tribunal, or, to the employees at such Properties or Space Leases is the subject of any Legal Proceeding asserting that any of the Acquired Companies or such third parties has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; Company's knowledge, threatened, (c) there is no strike, picketing or work stoppage by, or other labor dispute involving any of the Acquired Companieslockout of, affecting any of the Properties or Space Leases pending or, to the knowledge employees of the Company Partiesor any of its Subsidiaries pending, or to the Company's knowledge, threatened; , against or involving the Company or any of its Subsidiaries, and (d) there is no complaint, charge significant active arbitration under any collective bargaining agreement involving the Company or Legal Proceeding by or before any Governmental Body brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of its employees is pending Subsidiaries regarding the employer's right to move work from one location or threatened against any of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect entity to the employees at such Properties or Space Leases; (e) no grievance is pending or, to the knowledge of the Company Parties, threatened against any of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; and (f) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are a party toanother, or otherwise bound by, any consent decree withto consolidate work locations, or citation by, any Governmental Body relating to employees or employment practices. Except as set forth in Section 4.14 of the Disclosure Letter, there are no grants or subsidies from any Governmental Body to any Acquired Company related to employment, employee training and/or employment practices that are subject to any repayment obligation involving other similar restrictions on the part of any Acquired Companybusiness operations.

Labor Matters. Except as set forth in Section 4.14 of the Disclosure Letter: (a) none of (i) Neither the Acquired Companies or any third party which manages or operates Company nor any of the Properties or Space Leases with respect its Subsidiaries is a party to the employees at such Properties or Space Leases, are party to, or bound by, any collective bargaining agreement, contract labor union contract, works council or trade union agreement, other agreement with any group of employees (not including any Benefit Plan), or other similar agreement (each a “Collective Bargaining Agreement”), (ii) to the Knowledge of the Company, there are no activities or understanding with a proceedings of any labor or trade union to organize any employees of the Company or labor organization; nor is any application for certification with respect to a union-organizing campaign outstanding; nor has any request for recognition by a labor union or labor organization been made to any of its Subsidiaries, (iii) no Collective Bargaining Agreement is being negotiated by the Acquired Companies Company or to any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; its Subsidiaries, and (b) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases is the subject of any Legal Proceeding asserting that any of the Acquired Companies or such third parties has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; (civ) there is no strike, lockout, slowdown, or work stoppage against the Company or other labor dispute involving any of the Acquired Companies, affecting any of the Properties or Space Leases its Subsidiaries pending or, to the knowledge Knowledge of the Company, threatened that may interfere with the respective business activities of the Company Parties, threatened; (d) no complaint, charge or Legal Proceeding by or before any Governmental Body brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of its Subsidiaries. (b) The Company and its Subsidiaries have complied, in all material respects, with applicable Laws and Orders with respect to employment (including applicable Laws regarding wage and hour requirements, correct classification of employees is pending or threatened against any of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases as exempt and non-exempt, immigration status, discrimination in employment, employee health and safety, and collective bargaining). The Company and its Subsidiaries have complied with applicable Laws and Orders with respect to the classification of workers as employees at or independent contractors, except for such Properties noncompliance that would not, individually or Space Leases; in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. (c) The Company and each of its Subsidiaries have, in all material respects, withheld all amounts required by applicable Law to be withheld from the wages, salaries, and other payments to employees, and are not, to the Knowledge of the Company, liable for any arrears of wages or any taxes or any penalty for failure to comply with any of the foregoing. Neither the Company nor any of its Subsidiaries is liable for any material payment to any trust or other fund or to any Governmental Authority, with respect to unemployment compensation benefits, social security or other benefits for employees (other than routine payments to be made in the ordinary course of business consistent with past practice). (d) As of the date hereof, the Company has not received any written notice from any officer of the Company that he/she intends to resign from the Company or its Subsidiaries. (e) no grievance is pending orSince December 31, 2012, neither the Company nor its Subsidiaries has taken any action which would constitute a “plant closing” or “mass layoff” within the meaning of the WARN Act or similar foreign, state or local applicable Law, issued any notification of a plant closing or mass layoff required by the WARN Act or similar foreign, state or local applicable Law, or incurred any liability or obligation under WARN or any similar foreign, state or local applicable Law that remains unsatisfied. No terminations prior to the knowledge of Closing would trigger any notice or other obligations under the Company PartiesWARN Act or similar foreign, threatened against any of the Acquired Companies state or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; and (f) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body relating to employees or employment practices. Except as set forth in Section 4.14 of the Disclosure Letter, there are no grants or subsidies from any Governmental Body to any Acquired Company related to employment, employee training and/or employment practices that are subject to any repayment obligation on the part of any Acquired Companylocal applicable Law.

Labor Matters. Except as set forth in Section 4.14 3.24 of the Company Disclosure Letter: (ai) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are Subsidiaries is a party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization; nor is any application for certification with respect (ii) to a union-organizing campaign outstanding; nor has any request for recognition by a labor knowledge of the Companies and the Operating Partnerships, no union or labor organization been made claims to represent the employees of any of the Acquired Companies or to any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space LeasesSubsidiaries; (biii) none of the Acquired employees of any of the Companies or the Subsidiaries is represented by any labor organization and the Companies have no knowledge of any current union organizing activities among the employees of the Companies or any third party which manages or operates of the Subsidiaries, nor does any question concerning representation exist concerning such employees; (iv) none of the Companies nor any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases Subsidiaries is the subject of any Legal Proceeding proceeding asserting that any of the Acquired Companies or such third parties it has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; (cv) there is no strike, work stoppage stoppage, lockout or other labor dispute involving any of the Acquired Companies, affecting any of Companies or the Properties Subsidiaries pending or Space Leases pending or, to the knowledge of the Company Parties, threatened; (dvi) no action, suit, complaint, charge charge, arbitration, inquiry, proceeding or Legal Proceeding investigation by or before any Governmental Body Entity brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of its employees is pending or threatened against any of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (e) no grievance is pending or, to the knowledge of the Company PartiesCompanies, threatened against any of the Acquired Companies or any third party which manages or operates the Subsidiaries; (vii) to the knowledge of the Companies, no grievance is threatened against any of the Properties Companies or Space Leases with respect to the employees at such Properties or Space LeasesSubsidiaries; and (fviii) none of the Acquired Companies or any third party which manages or operates nor any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are Subsidiaries is a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body Entity relating to employees or employment practices. Except as ; (ix) there are no written personnel policies, rules or procedures applicable to employees of any of the Companies or the Subsidiaries, other than those set forth in Section 4.14 3.24 of the Company Disclosure Letter, there are no grants or subsidies from any Governmental Body true and correct copies of which have heretofore been delivered to any Acquired Company related to the Investors; (x) the Companies and the Subsidiaries are, and have at all times been, in material compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment, employee training and/or employment wages, hours of work and occupational safety and health, and are not engaged in any unfair labor practices that are subject to any repayment obligation on as defined in the part National Labor Relations Act or other applicable law, ordinance or regulation; (xi) since the enactment of any Acquired Company.the Worker Adjustment and Retraining

Labor Matters. (a) Except as set forth in on Section 4.14 3.12(a) of the Company Disclosure Letter: Schedule, (ai) none of the Acquired Companies employees of the Company or any third party which manages of its Subsidiaries is represented in his or operates any her capacity as an employee of the Properties Company or Space Leases with respect to any Subsidiary by any labor organization and (ii) neither the employees at such Properties Company nor any Subsidiary has recognized any labor organization, nor has any labor organization been elected as the collective bargaining agent of any employees, nor has the Company or Space Leases, are party to, or bound by, any Subsidiary entered into any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization; nor is any application for certification with respect to a union-organizing campaign outstanding; nor has any request for recognition by a labor union or labor organization been made to any of the Acquired Companies or to any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (b) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases is the subject of any Legal Proceeding asserting that any of the Acquired Companies or such third parties has committed an unfair labor practice or seeking to compel it to bargain with contract recognizing any labor organization as the bargaining agent of any employees. (b) Except as set forth on Section 3.12(b) of the Company Disclosure Schedule or except for such matters which would not have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has received written notice during the past two (2) years of the intent of any Governmental Authority responsible for the enforcement of labor, employment, occupational health and safety or workplace safety and insurance/workers compensation laws to wages conduct an investigation of the Company or conditions any of employment; its Subsidiaries and, to the Knowledge of the Company, no such investigation is in progress. Except as set forth on Section 3.12(b) of the Company Disclosure Schedule or except for such matters which would not have, individually or in the aggregate, a Company Material Adverse Effect, (ci) there are no (and have not been during the two (2) year period preceding the date of this Agreement) strikes or lockouts with respect to any employees of the Company or any of its Subsidiaries, (ii) to the Knowledge of the Company, there is no (and has not been during the two (2) year period preceding the date of this Agreement) union organizing effort pending or threatened against the Company or any of its Subsidiaries, (iii) there is no strike(and has not been during the two (2) year period preceding the date of this Agreement) unfair labor practice, work stoppage or other labor dispute involving any of the Acquired Companies, affecting any of the Properties (other than routine individual grievances) or Space Leases labor arbitration proceeding pending or, to the knowledge Knowledge of the Company, threatened against the Company Parties, threatened; (d) no complaint, charge or Legal Proceeding by or before any Governmental Body brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of its employees Subsidiaries and (iv) there is pending no (and has not been during the two (2) year period preceding the date of this Agreement) slowdown, or threatened against any of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (e) no grievance is pending work stoppage in effect or, to the knowledge Knowledge of the Company, threatened with respect to any employees of the Company Parties, threatened against or any of its Subsidiaries. Neither the Acquired Companies or any third party which manages or operates Company nor any of its Subsidiaries has any liabilities under the Properties Worker Adjustment and Retraining Act of 1988 (the “WARN Act”) as a result of any action taken by the Company that would have, individually or Space Leases with respect to in the employees at such Properties or Space Leases; and (f) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leasesaggregate, are a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body relating to employees or employment practicesCompany Material Adverse Effect. Except as set forth in on Section 4.14 3.12(b) of the Company Disclosure LetterSchedule or except for such non-compliance which would not have, there are no grants individually or subsidies from any Governmental Body to any Acquired in the aggregate, a Company related to Material Adverse Effect, the Company and each of its Subsidiaries is, and since the later of December 31, 2010 and their respective dates of incorporation, organization or formation, have been in compliance with all applicable Laws respecting employment and employment practices, terms and conditions of employment, employee training wages and hours and occupational safety and health (including, without limitation, classifications of service providers as employees and/or employment practices that are subject to any repayment obligation on the part of any Acquired Companyindependent contractors).

Labor Matters. Except as set forth in Section 4.14 of the Disclosure Letter: (a) none Neither the Company nor any of the Acquired Companies its Subsidiaries is a party to any Contract or arrangement between or applying to, one or more employees or other service providers and a union, trade union, works council, group of employees or any third party which manages other employee representative body, for collective bargaining or operates any other negotiating or consultation purposes or reflecting the outcome of the Properties such collective bargaining or Space Leases negotiation or consultation with respect to the their respective employees at such Properties or Space Leases, are party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization; nor is any application for certification with respect to a union-organizing campaign outstanding; nor has any request for recognition by a labor union or labor organization been made to any of the Acquired Companies or to any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (b) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases is the subject of any Legal Proceeding asserting that any of the Acquired Companies or such third parties has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; (c) there is no strikeorganization, work stoppage union, group, association, works council or other labor dispute involving employee representative body, or is bound by any of the Acquired Companies, affecting any of the Properties equivalent national or Space Leases sectoral agreement (“Collective Bargaining Agreements”). There are no pending activities or proceedings or, to the knowledge of the Company PartiesCompany, threatened; (d) no complaintthreatened or reasonably anticipated by any works council, charge union, trade union, or Legal Proceeding by or before any Governmental Body brought by or on behalf of any employee, prospective employee, former employee, retiree, labor other labor-relations organization or other representative of its employees is pending or threatened against entity (“Labor Organization”) to organize any of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (e) employees. There are no grievance is pending lockouts, strikes, slowdowns, work stoppages or, to the knowledge of the Company PartiesCompany, threatened against any of the Acquired Companies threats thereof by or any third party which manages or operates any of the Properties or Space Leases with respect to the any employees at such Properties or Space Leases; and (f) none of the Acquired Companies Company or any third party which manages of its Subsidiaries nor have there been any such lockouts, strikes, slowdowns or operates any of the Properties work stoppages or Space Leases threats thereof with respect to any employees of the employees at such Properties Company or Space Leasesany of its Subsidiaries. The consummation of the transactions contemplated by this Agreement (including the Merger) will not entitle any person (including any Labor Organization) to any payments under any Collective Bargaining Agreement, are a party or require the Company or any of its Subsidiaries to consult with, provide notice to, or otherwise bound by, obtain the consent or opinion of any consent decree with, or citation by, any Governmental Body relating to employees or employment practicesLabor Organization. Except as set forth in Section 4.14 would not reasonably be expected to have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries, nor to the knowledge of the Disclosure LetterCompany any of their respective representatives or employees, there are has committed any unfair labor practice in connection with the operation of their respective businesses of the Company or any of its Subsidiaries. There is no grants material charge, complaint or subsidies from other action against the Company or any of its Subsidiaries by the National Labor Relations Board or any comparable Governmental Authority pending or to the knowledge of the Company threatened. (b) To the knowledge of the Company it is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any governmental authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the normal course of business and consistent with past practice). To the knowledge of the Company, neither the Company nor any of its Subsidiaries is a party to a conciliation agreement, consent decree or other agreement or order with any Governmental Body Authority. (c) Except as would not reasonably be expected to have a Company Material Adverse Effect, each of the Company and its Subsidiaries has complied in all respects with WARN. To the knowledge of the Company in the past two years, (i) neither the Company nor any Acquired of its Subsidiaries has effectuated a “plant closing” (as defined in WARN) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of its business, (ii) there has not occurred a “mass layoff” (as defined in WARN) affecting any site of employment or facility of the Company related or any of its Subsidiaries, and (iii) neither the Company nor any of its Subsidiaries has been affected by any transaction or engaged in layoffs or employment terminations sufficient in number, including as aggregated, to employment, employee training and/or employment practices that are subject to any repayment obligation on the part trigger application of any Acquired Companysimilar state, local or foreign law or regulation. To the knowledge of the Company neither the Company nor its Subsidiaries has caused any of their respective employees to suffer an “employment loss” (as defined in WARN) during the ninety (90) day period prior to the date hereof, and there has been no termination which would trigger any notice or other obligations under WARN.

Labor Matters. Except as set forth in Section 4.14 of the Disclosure Letter: (a) none The Company and each of the Acquired Companies or its Subsidiaries are in compliance in all material respects with all applicable laws respecting employment, employment practices and occupational safety and health, terms and conditions of employment and wages and hours, and are not engaged in any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a unfair labor union or labor organization; nor is any application for certification with respect to a union-organizing campaign outstanding; nor has any request for recognition by a labor union or labor organization been made to any of the Acquired Companies or to any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leasespractices; (b) none of the Acquired Companies there are no actions, suits, claims or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases is the subject of any Legal Proceeding asserting that any of the Acquired Companies or such third parties has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; (c) there is no strike, work stoppage or other labor dispute involving any of the Acquired Companies, affecting any of the Properties or Space Leases grievances pending or, to the knowledge of the Company Partiesor any of its Subsidiaries, threatened, between the Company or any of its Subsidiaries and any of their respective employees, consultants or independent contractors, which actions, suits, claims or grievances have or would reasonably be expected to have a Company Material Adverse Effect; (c) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or other labor union contract applicable to persons employed by the Company or its Subsidiaries, nor does the Company or any of its Subsidiaries know of any activities or proceedings of any labor union to organize any such employees; and (d) no complaint, charge or Legal Proceeding by or before any Governmental Body brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of its employees is pending or threatened against any of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (e) no grievance is pending or, to the knowledge of the Company Parties, threatened against any of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; and (f) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body relating to employees or employment practices. Except as set forth in Section 4.14 of the Disclosure LetterCompany, there are no grants labor disputes, strikes, slowdowns, work stoppages, lockouts, or subsidies from any Governmental Body threats thereof, by or with respect to any Acquired employees of, or consultants or independent contractors to, the Company related or any of its Subsidiaries. No employee of the Company or any of its Subsidiaries (i) to employment, employee training and/or employment practices that are subject to any repayment obligation on the part Company’s knowledge is in violation of any Acquired term of any patent disclosure agreement, non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Company or any of its Subsidiaries or to the use of trade secrets or proprietary information of others, or (ii) in the case of any key employee or group of key employees, has given notice as of the date of this Agreement to the Company or any of its Subsidiaries that such employee or any employee in a group of key employees intends to terminate his or her employment with the Company. Neither the Company nor any of its Subsidiaries has any material liability for (i) a plant closing, as defined in the Worker Adjustment and Retaining Notification Act of 1988, as amended ( the “WARN Act”), or (ii) a mass layoff, as defined in the WARN Act. Neither the Company nor any of its Subsidiaries is currently engaged in any layoffs or employment terminations sufficient in number to trigger application of any similar state, local or foreign law.

Labor Matters. Except as set forth in Section 4.14 of the Disclosure Letter: (a) Neither the Company nor any of its Subsidiaries is bound by or subject to (and none of its assets or properties is bound by or subject to) any written or oral, express or implied, contract, commitment or arrangement with any labor union, and no labor union has requested or, to the Acquired Companies Knowledge of the Company or any third party which manages or operates any of the Properties Principal Stockholders (excluding Kinderhook), has sought to represent any of the employees, representatives or Space Leases agents of the Company or any of its Subsidiaries, and no labor union or employee or group of employees have or are engaged in any union organizing activities with respect to any employees of the employees at such Properties Company or Space Leases, are party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization; nor is any application for certification with respect to a union-organizing campaign outstanding; nor has any request for recognition by a labor union or labor organization been made to any of the Acquired Companies or to any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; its Subsidiaries. (b) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases is the subject of any Legal Proceeding asserting that any of the Acquired Companies or such third parties has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; (c) there There is no strike, work stoppage strike or other labor dispute involving the Company or any of its Subsidiaries pending, or to the Knowledge of the Company or any of the Acquired CompaniesPrincipal Stockholders (excluding Kinderhook), affecting threatened, nor have there been any such strikes or disputes during the three years prior to the date of this Agreement. Neither the Company nor any of its Subsidiaries has, during the three year period prior to the date of this Agreement, received any demand letters, civil rights charges, suits, drafts of suits, administrative or other claims of or from any of its employees, former employees or applicants. (c) All individuals who are performing consulting or other services for the Company or any of its Subsidiaries are or were correctly classified by the Company or such Subsidiary as either “independent contractors” or “employees” as the case may be and, at the Closing Date, will qualify for such classification with immaterial exceptions. (d) Schedule 4.19(d) sets forth the names of each of the key, exempt employees (i.e., those employees whose annual cash compensation exceeds the minimum amount under Applicable Law for an employee to be "exempt" from the payment of overtime and who are considered “exempt” from the payment of overtime) of the Company and its Subsidiaries, and also sets forth the base payment made to such key employee each pay period up to and including the date hereof and projections for the current calendar year of other incentive compensation (including bonuses) for each person named therein. Schedule 4.19(d) also lists as of the date hereof the names of all other employees and independent contractors of the Company and its Subsidiaries, the hourly pay rates of compensation and the job titles for all such employees. Neither the Company nor any of its Subsidiaries is aware that any officer or key employee, or that any group of key employees, intends to terminate his or her employment, nor does the Company or such Subsidiary have a present intention to terminate the employment of any of the Properties foregoing. Schedule 4.19(d) also sets forth all agreements, written or Space Leases pending ororal, to between the knowledge Company or any of its Subsidiaries and any employee of the Company Parties, threatened; or such Subsidiary and identifies each such employee whose employment may be terminated on not less than three months notice without compensation. (de) no complaint, charge To the Knowledge of the Company or Legal Proceeding by or before any Governmental Body brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of its employees is pending or threatened against any of the Acquired Companies Principal Stockholders (excluding Kinderhook), no employee or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (e) no grievance is pending or, to the knowledge director of the Company Parties, threatened against or any of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; and (f) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are its Subsidiaries is a party to, or is otherwise bound by, any consent decree withnondisclosure, confidentiality, noncompetition, proprietary rights, employment, consulting or similar agreement, between such employee or director and any other Person that materially adversely affects or will affect the performance of his or her duties as an employee or director of the Company or such Subsidiary. (f) The Company and each of its Subsidiaries is in compliance with all Applicable Laws respecting employment, termination of employment, employment practices, workers compensation, terms and conditions of employment and wages and hours. (g) The Company and each of its Subsidiaries has withheld and reported all amounts required by Applicable Law or agreement to be withheld and reported with respect to wages, salaries and other payments to employees. (h) There are no pending, or citation by, any Governmental Body relating to employees or employment practices. Except as set forth in Section 4.14 the Knowledge of the Disclosure LetterCompany or any of the Principal Stockholders (excluding Kinderhook), there are no grants threatened, claims or subsidies from actions against the Company or any Governmental Body to of its Subsidiaries under any Acquired Company related to employment, employee training and/or employment practices that are subject to any repayment obligation on the part of any Acquired Companyworkers’ compensation policy or long-term disability policy.

Labor Matters. Except as set forth in Section 4.14 (i) To the Knowledge of the Disclosure Letter: (a) none Company, there is no organizational effort currently being made or threatened on behalf of any labor organization to organize the employees of the Acquired Companies Company or any third party which manages or operates of its Subsidiaries, nor a demand for recognition of any of the Properties employees of the Company or Space Leases any of its Subsidiaries on behalf of any labor organization within the last two (2) years; nor is the Company or any of its Subsidiaries the subject of any material proceeding asserting that the Company or any of its Subsidiaries has committed an unfair labor practice within the meaning of the National Labor Relations Act or comparable restrictions under other applicable Laws or seeking to compel it to bargain with respect any labor organization; nor is there pending or, to the employees at such Properties Knowledge of the Company, threatened, nor has there been for the past two (2) years, any labor strike, picketing, walkout, work stoppage or Space Leaseslockout involving the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries is presently, are nor has been in the past a party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization; nor is any application for certification contract with respect to Employees, and no such agreement or contract is currently being negotiated. The consummation of the transactions contemplated by this Agreement will not entitle any third party (including any labor organization) to any payments under any collective bargaining agreement or union contract with respect to Employees to which the Company or any of its Subsidiaries is a union-organizing campaign outstandingparty or by which any of them are otherwise bound. (ii) The Company and its Subsidiaries (A) are in compliance in all material respects with all applicable Laws respecting employment, overtime pay and wages and hours, in each case, with respect to their employees; nor has (B) have withheld all material amounts required by applicable Law or by agreement to be withheld from the wages, salaries and other payment to their employees; and (C) are not liable for or in arrears with respect to material wages or any request material taxes or any penalty for recognition by a labor union or labor organization been made failure to comply with any of the Acquired Companies or to any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (b) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases is the subject of any Legal Proceeding asserting that any of the Acquired Companies or such third parties has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; (c) there is no strikeforegoing except, work stoppage or other labor dispute involving any of the Acquired Companies, affecting any of the Properties or Space Leases pending orin each case, to the knowledge of extent as is not reasonably likely to have a Material Adverse Effect. (iii) Neither the Company Parties, threatened; (d) no complaint, charge or Legal Proceeding by or before nor any Governmental Body brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of its employees is pending Subsidiaries has classified any individual as an “independent contractor” or threatened against any similar status who, according to a Benefit Plan or applicable Law, should have been classified as an employee or of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (e) no grievance is pending or, to the knowledge of the Company Parties, threatened against any of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; and (f) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body relating to employees or employment practices. Except as set forth in Section 4.14 of the Disclosure Letter, there are no grants or subsidies from any Governmental Body to any Acquired Company related to employment, employee training and/or employment practices that are subject to any repayment obligation on the part of any Acquired Companysimilar status.

Labor Matters. Except as set forth in Section 4.14 of the Disclosure Letter: (a) none The Company is, and has at all times been, in material compliance with all applicable Labor Laws. (b) No Service Provider is (i) covered by a collective bargaining or any other labor-related Contract with any labor union, works council or labor organization, nor is any such Contract currently being negotiated or (ii) a leased employee or an outsourced employee. There is no pending or, to the Knowledge of the Acquired Companies Company, threatened, nor has there ever been, any organized effort or any third party which manages demand for recognition or operates any certification or attempt to organize employees of the Properties Company by any labor organization. To the Knowledge of the Company, there is no pending nor threatened labor strike, walk-out, work stoppage, slowdown or Space Leases lockout with respect to employees of the employees at such Properties Company, and no labor strike, walk-out, work stoppage, slowdown or Space Leaseslockout has ever occurred. (c) The Company is not the subject of, are party tonor is there threatened or, or bound byto the Knowledge of the Company, pending, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization; nor is any application for certification with respect to a union-organizing campaign outstanding; nor has any request for recognition by a labor union or labor organization been made to any of the Acquired Companies or to any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (b) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases is the subject of any Legal Proceeding Action asserting that any of the Acquired Companies or such third parties Company has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions practice, act of employment; (c) there is no strikediscrimination, work stoppage or other labor dispute involving similar complaints with respect to any current or former Service Provider. (d) As of the Acquired Companiesdate hereof, affecting any no employee of the Properties Company has given notice, whether written or Space Leases oral, to the Company that any such employee intends to terminate his or her employment with the Company. To the Knowledge of the Company, no Service Provider is in any material respect in violation of any term of any employment contract, non-disclosure agreement or noncompetition agreement. The Company has never breached any employment, consulting or severance Contract to which it is or was a party. (e) The Company has not incurred any Liability under the WARN Act that remains unpaid or unsatisfied and no other activity that would give rise to a notice obligation under the WARN Act has been planned, contemplated or announced. (f) Employees of the Company who are not citizens or permanent residents of the country in which they work have provided documentation to the Company reflecting their authorization under applicable United States or non-U.S. immigration Laws to work in his or her current position for the Company and a properly completed Form I-9 is on file with respect to each employee of the Company. (g) The Company does not have any material Liability with respect to the misclassification of any Person as an independent contractor rather than as an employee, or as an “exempt” employee rather than a “non-exempt” employee (within the meaning of the Fair Labor Standards Act of 1938, as amended), or with respect to such Person’s status as a leased employee, or with respect to any such Person being improperly included or excluded from any Company Plan, nor has the Company had notice of any pending or, to the knowledge Knowledge of the Company Parties, threatened; (d) no complaint, charge or Legal Proceeding by or before any Governmental Body brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of its employees is pending or threatened against any of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (e) no grievance is pending or, to the knowledge of the Company PartiesCompany, threatened against any of the Acquired Companies inquiry or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; and (f) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body relating to employees or employment practices. Except as set forth in Section 4.14 of the Disclosure Letter, there are no grants or subsidies audit from any Governmental Body to any Acquired Authority concerning such classifications or Company related to employment, employee training Plan inclusions and/or employment practices that are subject to any repayment obligation on the part of any Acquired Companyexclusions.

Labor Matters. Section 2.13 of the Company Disclosure Schedule sets forth a list of each collective bargaining agreement or other contract or agreement with any labor organization or other representative of employees to which the Company or any of its subsidiaries is party or which is being negotiated. Such list sets forth the factory, plant or other location and the labor organization or other employee representative involved and the approximate number of employees covered by such contact or agreement. Except as specifically set forth in Section 4.14 2.13 of the Company Disclosure Letter: (a) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization; nor is any application for certification with respect to a union-organizing campaign outstanding; nor has any request for recognition by a labor union or labor organization been made to any of the Acquired Companies or to any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (b) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases is the subject of any Legal Proceeding asserting that any of the Acquired Companies or such third parties has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; (cSchedule:(i) there is no strike, work stoppage unfair labor practice charge or other labor dispute involving any of the Acquired Companies, affecting any of the Properties or Space Leases complaint pending or, to the knowledge of the Company, threatened with regard to employees of the Company Partiesor any of its subsidiaries;(ii) there is no labor strike, threatenedslowdown, work stoppage, lockout, dispute or other similar labor controversy in effect, or otherwise affecting, or, to the knowledge of the Company, threatened against the Company or any of its subsidiaries, and neither the Company nor any subsidiary of the Company has experienced any such labor controversy within the past three years;(iii) no representation question exists or has been raised respecting employees of the Company or any of its subsidiaries within the past three years, nor to the knowledge of the Company are there any campaigns being conducted to solicit cards from the employees of the Company or any subsidiary of the Company to authorize representation by any labor organization;(iv) neither the Company nor any subsidiary of the Company is party to, or is otherwise bound by, any consent decree with, or citation by, any governmental authority relating to employees or employment practices of the Company or any subsidiary of the Company;(v) the Company and each subsidiary of the Company are in compliance in all respects material to the Company's business with all applicable laws, agreements (including consent decrees), contracts and policies relating to employment, employment practices, wages, hours and terms and conditions of employment of the employees, including all laws, agreements (including consent decrees), contracts and policies precluding discrimination in employment or the wrongful or improper discharge of employees; (dvi)neither the Company nor any of its subsidiaries has closed any plant or facility, effectuated any layoffs of employees or implemented any early retirement, separation or window program within the past three years, nor has the Company or any of its subsidiaries planned or announced any such action or program for the future, other than the intended closing of the current Santee dairy facilities in connection with the relocation of Santee's operations to a new facility;(vii) the Company and its subsidiaries have not incurred any liability under, and have complied in all material respects with, the Worker Adjustment Retraining Notification Act of 1988 ("WARN");(viii) the Company and each subsidiary are in compliance in all material respects with their obligations pursuant to WARN, and in all respects material to the Company's business with all other notification and bargaining obligations arising under any collective bargaining agreement, statute or otherwise with regard to employees of the Company, and its subsidiaries; and (ix) no action, suit, complaint, charge charge, arbitration, inquiry, proceeding or Legal Proceeding investigation by or before any Governmental Body court, governmental agency, administrative agency or commission brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of its the employees is pending of the Company or threatened against any of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (e) no grievance its subsidiaries is pending or, to the knowledge of the Company PartiesCompany, threatened against either the Company or any of its subsidiaries which, if determined adversely to the Acquired Companies Company or any third party which manages of its subsidiaries, would, individually or operates any of in the Properties or Space Leases with respect aggregate, reasonably be expected to the employees at such Properties or Space Leases; and (f) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are have a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body relating to employees or employment practices. Except as set forth in Section 4.14 of the Disclosure Letter, there are no grants or subsidies from any Governmental Body to any Acquired Company related to employment, employee training and/or employment practices that are subject to any repayment obligation on the part of any Acquired CompanyMaterial Adverse Effect.

Labor Matters. Except as set forth in Section 4.14 of the Disclosure Letter: (a) none To the best of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases Parent's and each Seller's knowledge, there have been no union organizing efforts with respect to any Company conducted within the employees at such Properties or Space Leases, last three years and there are party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization; nor is any application for certification none now being conducted with respect to any Company. The Companies have not at any time during the three years prior to the date of this Agreement had, nor, to the best of Parent's and each Seller's knowledge, is there now threatened, a union-organizing campaign outstanding; nor has any request for recognition by a strike, work stoppage, work slowdown or other material labor union or labor organization been made to any of the Acquired Companies or to any third party which manages or operates any of the Properties or Space Leases dispute with respect to or affecting the employees at such Properties or Space Leases; (b) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases is the subject of any Legal Proceeding asserting that any of the Acquired Companies or such third parties has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; (c) there is no strike, work stoppage or other labor dispute involving any of the Acquired Companies, affecting any of the Properties or Space Leases pending or, to the knowledge of the Company Parties, threatened; (d) no complaint, charge or Legal Proceeding by or before any Governmental Body brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of its employees is pending or threatened against any of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (e) no grievance is pending or, to the knowledge of the Company Parties, threatened against any of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; and (f) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body relating to employees or employment practicesBusiness. Except as set forth in Section 4.14 on Schedule 2.19, (i) no employee of any Company is represented by ------------- any union or other labor organization; (ii) there is no charge or complaint, including any unfair labor practice charge or any claim of discrimination, which is pending with any Governmental Entity or, to the best of Parent's and each Seller's knowledge, threatened against any Company relating to any of its employees; and (iii) there is no commitment or agreement to increase wages or modify the terms and conditions of employment of employees of any Company other than ordinary course of the Disclosure Letter, there are no grants or subsidies from any Governmental Body to any Acquired Company related to employment, employee training and/or employment practices that are subject to any repayment obligation on the part Business consistent with past practice. Parent and Sellers have provided Buyer with copies of any Acquired collective bargaining agreement or other agreement with any union or other labor organization representing employees of any Company. (b) Within six months prior to the date hereof, (i) no Company has effectuated (x) a "plant closing" (as defined in the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of the Business or (y) a "mass layoff" (as defined in the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of the Business, (ii) no Company has been affected by any transaction or engaged in layoffs or employment terminations with respect to the Business sufficient in number to trigger application of any similar foreign, state or local law, and (iii) none of the Companies' employees has suffered an "employment loss" (as defined in the WARN Act).

Labor Matters. Except as set forth in Section 4.14 of the Disclosure Letter: (a) none Neither the Company nor any of its Subsidiaries is a party to or otherwise bound by any collective bargaining agreement or other agreement with a labor union, works council or similar organization or employee representative body (collectively, the “Company Labor Agreements”), nor is any Company Labor Agreement presently being negotiated. There are no Proceedings or, to the Company’s Knowledge, other activities, by any individual or group of individuals, including representatives of any employees of the Acquired Companies Company or any third party which manages of its Subsidiaries or operates representatives of any labor organizations, works councils, trade unions, labor unions, or other employee representative body seeking to authorize representation by any labor organization of any employees of the Company or any of its Subsidiaries, and no such Proceedings or activities have taken place within the Properties past three years. (b) There are no labor unions, works councils or Space Leases like organizations that represent employees of the Company or any of its Subsidiaries with respect to their service to the employees at such Properties Company and its Subsidiaries. The execution, delivery and performance of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement, either alone or Space Leasesin combination with another event, are party will not require the consent of, negotiation with, or advance notification to, any labor union, works council or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization; nor is any application for certification like organization with respect to a union-organizing campaign outstanding; nor has any request for recognition by a labor union or labor organization been made to any employees of the Acquired Companies or to any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; Company and its Subsidiaries. (bc) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases There is the subject of any Legal Proceeding asserting that any of the Acquired Companies or such third parties has committed an no strike, lockout, slowdown, work stoppage, unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; (c) there is no strike, work stoppage or other labor dispute involving any of the Acquired Companiesdispute, affecting any of the Properties or Space Leases Proceeding or grievance pending or, to the knowledge Company’s Knowledge, threatened, and neither the Company nor any of its Subsidiaries has experienced any such labor controversy within the past three years. (d) Except as set forth on Section 5.16(d) of the Company PartiesDisclosure Letter, threatened; (d) no complaint, charge or Legal Proceeding by or before neither the Company nor any Governmental Body brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of its Subsidiaries has closed any plant or facility, effectuated any layoffs of employees is pending or threatened against implemented any early retirement, separation or window program within the past three years, nor planned or announced any such action or program for the future, in each case, that would implicate the Worker Adjustment and Retraining Notification Act of 1988 (or similar laws). (e) The Company and its Subsidiaries are, and since the Applicable Date, have been, in material compliance with all applicable Laws, rules and regulations, ordinances, Orders, Contracts, policies, plans and programs relating to employment, employment practices, compensation, employee leave, benefits, hours, terms and conditions of employment, and the termination of employment, including but not limited to any obligations pursuant to the Worker Adjustment and Retraining Notification Act of 1988 (or similar laws), the classification of employees as exempt or non-exempt from overtime pay requirements, the provision of meal and rest breaks, pay for all working time, the proper classification of individuals as nonemployee contractors or consultants, immigration, withholding from pay, and unemployment insurance. (f) Except as set forth on Section 5.16(f) of the Company Disclosure Letter, neither the Company nor any of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (e) no grievance Subsidiaries is pending or, to the knowledge of the Company Parties, threatened against any of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; and (f) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body Entity relating to employees or employment practices. Except as set forth in Section 4.14 of the Disclosure Letter, there are no grants or subsidies from any Governmental Body to any Acquired Company related to employment, employee training and/or employment practices that are subject to any repayment obligation on the part of any Acquired Company.

Labor Matters. (a) Except as set forth in on Section 4.14 3.12(a) of the Company Disclosure Letter: Schedule or as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, (ai) none of neither the Acquired Companies or any third party which manages or operates Company nor any of the Properties or Space Leases with respect its Subsidiaries is a party to the employees at such Properties or Space Leases, are party to, or bound by, any collective bargaining agreement, contract agreement or other agreement or understanding with a labor union or labor like organization; nor is any application for certification with respect (ii) to a union-organizing campaign outstanding; nor has any request for recognition by a labor union or labor organization been made to any the Knowledge of the Acquired Companies or to any third party which manages or operates any Company, as of the Properties date hereof, there are no activities or Space Leases with respect to the employees at such Properties or Space Leases; (b) none proceedings of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases is the subject of any Legal Proceeding asserting that any of the Acquired Companies or such third parties has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; (c) there is no strike, work stoppage or other labor dispute involving organize any of the Acquired Companies, affecting any of the Properties or Space Leases pending or, to the knowledge employees of the Company Parties, threatened; (d) or any of its Subsidiaries and no complaint, charge or Legal Proceeding by or before demand for recognition as the exclusive bargaining representative of any Governmental Body brought employees has been made by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative like organization; (iii) no employees of the Company or any of its employees is pending Subsidiaries are represented by any labor union or threatened against any works council; (iv) as of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (e) date hereof there is no grievance is pending or, to the knowledge Knowledge of the Company, threatened strike, lockout, slowdown, or work stoppage; (v) there is no unfair labor practice charge against the Company or any of its Subsidiaries pending before the National Labor Relations Board or any comparable labor relations authority; and (vi) there is no pending or, to the Knowledge of the Company, threatened grievance, charge, complaint, audit or investigation by or before any Governmental Authority with respect to any current or former employees of the Company Partiesor any of its Subsidiaries. (b) Except as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, the Company and each of its Subsidiaries is in material compliance with all applicable federal, state, local and foreign Laws related to the employer-employee relationship, including applicable wage and hour Laws, labor relations, employment discrimination, employment conditions, employment practices, fair employment Laws, safety Laws, workers’ compensation statutes, unemployment Laws and social security Laws, and other terms and conditions of employment (including the classification and compensation of employees for purposes of the Fair Labor Standards Act and cognate state laws) and other Laws in respect of any reduction in force, including notice, information and consultation requirements. There are no proceedings pending or, to the Company’s Knowledge, threatened against the Company or any of its Subsidiaries in any forum by or on behalf of any present or former employee of the Acquired Companies Company or any third party which manages of its Subsidiaries, any applicant for employment or operates any classes of the Properties foregoing alleging breach of any express or Space Leases with respect to implied employment contract, violation of any Law governing employment or the employees at such Properties or Space Leases; and (f) none of the Acquired Companies termination thereof, or any third party which manages other discriminatory, wrongful or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body relating to employees or employment practices. Except as set forth in Section 4.14 of the Disclosure Letter, there are no grants or subsidies from any Governmental Body to any Acquired Company related to employment, employee training and/or employment practices that are subject to any repayment obligation tortious conduct on the part of the Company or any Acquired of its Subsidiaries in connection with the employment relationship, except as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. Neither the Company nor any of its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act and the regulations promulgated thereunder (the “WARN Act”) or any similar state or local Law that remains unsatisfied except as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. (c) Except as would not reasonably be expected to result in a material liability to the Company and its Subsidiaries, taken as a whole, no individual who has performed services for the Company or any Subsidiary of the Company has been improperly excluded from participation in any Company Plan, and neither the Company nor any Subsidiary of the Company has any direct or indirect material liability, whether actual or contingent, with respect to any misclassification of any person as an independent contractor rather than as an employee, with respect to any misclassification of any employee as exempt versus non-exempt, or with respect to any employee leased from another employer. As of the date hereof, to the Knowledge of the Company, no current executive, key employee or group of employees has given notice of termination of employment with the Company or any Subsidiary of the Company.

Labor Matters. Except as set forth in Section 4.14 (a) There is no labor strike, dispute, slowdown, stoppage or lockout actually pending, or, to the knowledge of the Disclosure Letter: Company, threatened against the Company or any of its subsidiaries, and during the past three years there has not been any such action, (ab) to the knowledge of the Company, no union claims to represent the employees of the Company or any of its subsidiaries, (c) neither the Company nor any of its subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Company or any of its subsidiaries, (d) none of the Acquired Companies employees of the Company or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization; nor its subsidiaries is any application for certification with respect to a union-organizing campaign outstanding; nor has any request for recognition represented by a labor union or labor organization been made to any of the Acquired Companies or to any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (b) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases is the subject of any Legal Proceeding asserting that any of the Acquired Companies or such third parties has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages and the Company does not have any knowledge of any current union organizing activities among the employees of the Company or any of its subsidiaries, nor does any question concerning representation exist concerning such employees, (e) the Company and its subsidiaries are in material compliance with all applicable Laws respecting employment and employment practices, terms and conditions of employment; , wages, hours of work and occupational safety and health, and are not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable law, ordinance or regulation, (cf) there is no strikeunfair labor practice charge or complaint against the Company or any of its subsidiaries pending (for which notice has been delivered to the Company) or, work stoppage to the knowledge of the Company, pending (for which notice has not been delivered to the Company) or threatened before the National Labor Relations Board or any similar state or foreign agency, (g) there is no grievance arising out of any collective bargaining agreement or other labor dispute involving grievance procedure, (h) no charges with respect to or relating to the Company or any of the Acquired Companies, affecting any of the Properties or Space Leases its subsidiaries are pending or, to the knowledge of the Company PartiesCompany, threatened; threatened (dfor which notice has not been delivered to the Company) no complaint, charge or Legal Proceeding by or before the Equal Employment Opportunity Commission or any Governmental Body brought by or on behalf other agency responsible for the prevention of unlawful employment practices, (i) neither the Company nor any of its subsidiaries has received notice of the intent of any employeefederal, prospective employeestate, former employee, retiree, local or foreign agency responsible for the enforcement of labor organization or other representative of its employees is pending or threatened against any of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases employment laws to conduct an investigation with respect to or relating to the employees at Company or any of its subsidiaries and no such Properties investigation is in progress and (j) there are no complaints, lawsuits or Space Leases; other proceedings pending (efor which notice has been delivered to the Company) no grievance is pending or, to the knowledge of the Company, pending (for which notice has not been delivered to the Company) or threatened in any forum by or on behalf of any present or former employee of the Company Parties, threatened against or any of its subsidiaries alleging breach of any express or implied contract of employment, any law or regulation governing employment or the Acquired Companies termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. To the knowledge of the Company, as of the date hereof, no executive officer or other key employee of the Company or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; and (f) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body relating to employees or employment practices. Except as set forth in Section 4.14 of the Disclosure Letter, there are no grants or subsidies from any Governmental Body to any Acquired Company related to employment, employee training and/or employment practices that are its subsidiaries is subject to any repayment obligation on noncompete, nonsolicitation, nondisclosure, confidentiality, employment, consulting or similar agreement relating to, affecting or in conflict with the part present or proposed business activities of the Company and its subsidiaries, except agreements between the Company or any Acquired Companysubsidiary of the Company and its present and former officers and employees.

Labor Matters. Except as set forth in Section 4.14 of the Disclosure Letter: (a) none Neither the Company nor any of the Acquired Companies its Subsidiaries is a party to any Contract or arrangement between or applying to, one or more employees or other service providers and a union, trade union, works council, group of employees or any third party which manages other employee representative body, for collective bargaining or operates any other negotiating or consultation purposes or reflecting the outcome of the Properties such collective bargaining or Space Leases negotiation or consultation with respect to the their respective employees at such Properties or Space Leases, are party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization; nor is any application for certification with respect to a union-organizing campaign outstanding; nor has any request for recognition by a labor union or labor organization been made to any of the Acquired Companies or to any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (b) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases is the subject of any Legal Proceeding asserting that any of the Acquired Companies or such third parties has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; (c) there is no strikeorganization, work stoppage union, group, association, works council or other labor dispute involving employee representative body, or is bound by any of the Acquired Companies, affecting any of the Properties equivalent national or Space Leases sectoral agreement (“Collective Bargaining Agreements”). There are no pending activities or proceedings or, to the knowledge of the Company PartiesCompany, threatened; (d) no complaintthreatened or reasonably anticipated by any works council, charge union, trade union, or Legal Proceeding by or before any Governmental Body brought by or on behalf of any employee, prospective employee, former employee, retiree, labor other labor-relations organization or other representative of its employees is pending or threatened against entity (“Labor Organization”) to organize any of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (e) employees. There are no grievance is pending lockouts, strikes, slowdowns, work stoppages or, to the knowledge of the Company, threats thereof by or with respect to any employees of the Company Partiesor any of its Subsidiaries, threatened nor have there been any such lockouts, strikes, slowdowns or work stoppages or threats thereof with respect to any employees or the Company or any of its Subsidiaries. The consummation of the transactions contemplated by this Agreement (including the Merger) will not entitle any person (including any Labor Organization) to any payments under any Collective Bargaining Agreement, or require the Company or any of its Subsidiaries to consult with, provide notice to, or obtain the consent or opinion of any Labor Organization. Neither the Company nor any of its Subsidiaries, nor to the knowledge of the Company any of their respective representatives or employees, has committed any material unfair labor practice in connection with the operation of their respective businesses, and there is no charge, complaint or other action against the Company or any of its Subsidiaries by the National Labor Relations Board or any comparable Governmental Authority pending or to the knowledge of the Company threatened. (b) The Company and its Subsidiaries have complied in all material respects with Applicable Laws and Orders relating to employment, employment practices, terms and conditions of employment, worker classification (including the proper classification of workers as independent contractors and consultants and for overtime purposes), tax withholding, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, wages (including overtime wages), compensation, and hours of work, and in each case, with respect to employees: (i) has withheld and reported all amounts required by Applicable Law or by agreement to be withheld and reported with respect to wages, salaries and other payments to employees; (ii) is not liable for any arrears of wages, severance pay or any taxes or any penalty for failure to comply with any of the Acquired Companies foregoing; and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any third party which manages or operates any of the Properties or Space Leases governmental authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the employees at such Properties or Space Leases; normal course of business and (f) none of consistent with past practice). Neither the Acquired Companies or any third party which manages or operates Company nor any of the Properties or Space Leases its Subsidiaries has any material Liability with respect to any misclassification of: (x) any Person as an independent contractor rather than as an employee; (y) any employee leased from another employer; or (z) any employee currently or formerly classified as exempt from overtime wages. Neither the employees at such Properties or Space Leases, are Company nor any of its Subsidiaries is a party toto a conciliation agreement, or otherwise bound by, any consent decree with, or citation by, other agreement or order with any Governmental Body relating to employees Authority. (c) Each of the Company and its Subsidiaries is in compliance in all material respects with WARN. In the past two years, (i) neither the Company nor any of its Subsidiaries has effectuated a “plant closing” (as defined in WARN) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of its business, (ii) there has not occurred a “mass layoff” (as defined in WARN) affecting any site of employment or facility of the Company or any of its Subsidiaries, and (iii) neither the Company nor any of its Subsidiaries has been affected by any transaction or engaged in layoffs or employment practices. Except terminations sufficient in number, including as set forth in Section 4.14 of the Disclosure Letteraggregated, there are no grants or subsidies from any Governmental Body to any Acquired Company related to employment, employee training and/or employment practices that are subject to any repayment obligation on the part trigger application of any Acquired Companysimilar state, local or foreign law or regulation. Neither the Company nor its Subsidiaries has caused any of their respective employees to suffer an “employment loss” (as defined in WARN) during the ninety (90) day period prior to the date hereof, and there has been no termination which would trigger any notice or other obligations under WARN.

Labor Matters. Except as set forth in Section 4.14 2.17 of the Disclosure LetterSchedule: (ai) none the Company and each of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases its Subsidiaries has paid and performed all obligations that are currently due with respect to the employees at its employees, independent sales representatives, consultants, agents, independent contractors, sub-contractors, officers and directors, including, without limitation, all wages, salaries, commissions, bonuses, severance pay, vacation pay, benefits, ▇▇▇▇▇▇▇'▇ compensation payments and other compensation for all services performed by such Properties Persons and all amounts required to be paid or Space Leases, are party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization; nor is any application for certification with respect reimbursed to a union-organizing campaign outstanding; nor has any request for recognition by a labor union or labor organization been made to any such Persons as of the Acquired Companies or to any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leasesdate hereof; (bii) none the Company and each of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases its Subsidiaries is in compliance, in all material respects, with respect to the employees at such Properties or Space Leases is the subject of any Legal Proceeding asserting that any of the Acquired Companies or such third parties has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or all Laws respecting employment and employment practices, terms and conditions of employmentemployment and wages and hours; (ciii) there is no pending, or to the Knowledge of Seller, threatened, charge, complaint, allegation, application or other process against the Company or any of its Subsidiaries before the National Labor Relations Board or any comparable Governmental or Regulatory Authority; (iv) there is no labor strike, dispute, slowdown or work stoppage or other labor dispute job action pending, or to the Knowledge of Seller, threatened against or otherwise affecting or involving the Company or any of its Subsidiaries or their respective employees; (v) no employee of the Company or any Subsidiary is presently a member of a collective bargaining unit and, to the Knowledge of Seller, there are no threatened or contemplated attempts to organize any of the Acquired Companiesemployees of the Company or any Subsidiary for collective bargaining purposes; (vi) to the Knowledge of Seller, affecting neither the Company nor any of the Properties its Subsidiaries has hired any illegal aliens as employees; and (vii) there are no race, age, sex or Space Leases pending other discrimination complaints pending, or, to the knowledge Knowledge of Seller, threatened against the Company or any of its Subsidiaries. All liability for any current or future ▇▇▇▇▇▇▇'▇ compensation payments due to employees, contractors or consultants of the Company Parties, threatened; (d) no complaint, charge or Legal Proceeding by or before any Governmental Body brought by or on behalf of its Subsidiary as the result of any employee, prospective employee, former employee, retiree, labor organization occurrence that has taken place or other representative takes place prior to the Closing Date is either covered by insurance the proceeds of which are payable to the Company or one of its employees is pending Subsidiaries or threatened against has been assumed by Seller and/or Parent, and neither the Company nor any of its Subsidiaries has or will have any liability for any such payments (other than to the Acquired Companies or any third party which manages or operates any extent that such liability is a current liability included in the calculation of Net Working Capital as of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (e) no grievance is pending or, to the knowledge of the Company Parties, threatened against any of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; and (f) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body relating to employees or employment practices. Except as set forth in Section 4.14 of the Disclosure Letter, there are no grants or subsidies from any Governmental Body to any Acquired Company related to employment, employee training and/or employment practices that are subject to any repayment obligation on the part of any Acquired CompanyClosing Date).

Labor Matters. Except as set forth in Section 4.14 of the Disclosure Letter: (a) none Neither the Company nor any of the Acquired Companies its Subsidiaries is a party to any Contract or arrangement between or applying to, one or more employees or other service providers and a union, trade union, works council, group of employees or any third party which manages other employee representative body, for collective bargaining or operates any other negotiating or consultation purposes or reflecting the outcome of the Properties such collective bargaining or Space Leases negotiation or consultation with respect to the their respective employees at such Properties or Space Leases, are party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization; nor is any application for certification with respect to a union-organizing campaign outstanding; nor has any request for recognition by a labor union or labor organization been made to any of the Acquired Companies or to any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (b) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases is the subject of any Legal Proceeding asserting that any of the Acquired Companies or such third parties has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; (c) there is no strikeorganization, work stoppage union, group, association, works council or other labor dispute involving employee representative body, or is bound by any of the Acquired Companies, affecting any of the Properties equivalent national or Space Leases sectoral agreement (“Collective Bargaining Agreements”). There are no pending material activities or proceedings or, to the knowledge Knowledge of the Company PartiesCompany, threatened; (d) no complaintthreatened or reasonably anticipated by any works council, charge union, trade union, or Legal Proceeding by or before any Governmental Body brought by or on behalf of any employee, prospective employee, former employee, retiree, labor other labor-relations organization or other representative of its employees is pending or threatened against entity (“Labor Organization”) to organize any of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (e) employees. There are no grievance is pending lockouts, strikes, slowdowns, work stoppages or, to the knowledge Knowledge of the Company, threats thereof by or with respect to any employees of the Company Parties, threatened against or any of the Acquired Companies its Subsidiaries nor have there been any such lockouts, strikes, slowdowns or any third party which manages work stoppages or operates any of the Properties or Space Leases threats thereof with respect to the any employees at such Properties or Space Leases; and (f) none of the Acquired Companies Company or any third party which manages of its Subsidiaries, except in each case as would not be material to the Company. The consummation of the transactions contemplated by this Agreement (including the Merger) will not entitle any person (including any Labor Organization) to any payments under any Collective Bargaining Agreement, or operates require the Company or any of the Properties or Space Leases with respect its Subsidiaries to the employees at such Properties or Space Leasesconsult with, are a party provide notice to, or otherwise bound byobtain the consent or opinion of any Labor Organization except in each case as, any consent decree withindividually or in the aggregate, or citation byis not and would not reasonably be expected to be material to the Company and its Subsidiaries, any Governmental Body relating to employees or employment practices. taken as a whole.. Except as set forth would not be expected to result in Section 4.14 a material liability, neither the Company nor any of its Subsidiaries, nor to the Knowledge of the Disclosure LetterCompany any of their respective representatives or employees, has committed any unfair labor practice in connection with the operation of their respective businesses of the Company or any of its Subsidiaries, and, except as would not be expected to result in a material liability, there are is no grants charge, complaint or subsidies from other action against the Company or any of its Subsidiaries by the National Labor Relations Board or any comparable Governmental Body Entity pending or to any Acquired the Knowledge of the Company related threatened. (b) The Company and its Subsidiaries have complied with all Applicable Laws and Orders relating to employment, employment practices, terms and conditions of employment, worker classification (including the proper classification of workers as independent contractors and consultants and for overtime purposes), leased and seconded employees, tax withholding, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, immigration status, employee training and/or employment practices that are subject safety and health, wages (including overtime wages), compensation, and hours of work, except in each case as, individually or in the aggregate, is not and would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. Neither the Company nor any of its Subsidiaries is a party to any repayment obligation on material conciliation agreement, consent decree or other employment-related agreement or order with any Governmental Entity. (c) Each of the part Company and its Subsidiaries is in compliance in all material respects with WARN. In the past two years, (i) neither the Company nor any of its Subsidiaries has effectuated a “plant closing” (as defined in WARN) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of its business, (ii) there has not occurred a “mass layoff” (as defined in WARN) affecting any site of employment or facility of the Company or any of its Subsidiaries, and (iii) neither the Company nor any of its Subsidiaries has been affected by any transaction or engaged in layoffs or employment terminations sufficient in number, including as aggregated, to trigger application of any Acquired Companysimilar state, local or foreign law or regulation. Neither the Company nor its Subsidiaries has caused any of their respective employees to suffer an “employment loss” (as defined in WARN) during the ninety (90) day period prior to the date hereof, and there has been no termination which would trigger any notice or other obligations under WARN.

Labor Matters. Except as set forth (i) The Company and its Subsidiaries are in Section 4.14 compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment, health and safety, and wages and hours; (ii) Neither the Disclosure Letter: (a) none Company nor any of its Subsidiaries has received written notice of any charge or complaint against the Acquired Companies Company or any third party which manages of its Subsidiaries pending before the Equal Employment Opportunity Commission, the National Labor Relations Board, or operates any other government agency or court or other tribunal regarding an unlawful employment practice; (iii) Neither the Company nor any of the Properties or Space Leases with respect its Subsidiaries is a party to the employees at such Properties or Space Leases, are party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization; nor is any application for certification with respect to a union-organizing campaign outstanding; nor has any request for recognition by a labor union or labor organization been made to any of the Acquired Companies or to any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (b) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases is the subject of any Legal Proceeding asserting that any of the Acquired Companies or such third parties has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; (c) and there is no labor strike, work slowdown or stoppage or other labor dispute involving any of the Acquired Companies, affecting any of the Properties or Space Leases actually pending or, to the knowledge of the Company, threatened against or affecting the Company Parties, threatenedor any of its Subsidiaries; (div) Neither the Company nor any of its Subsidiaries has received notice that any representation petition respecting the employees of the Company or any of its Subsidiaries has been filed with the National Labor Relations Board, and, to the knowledge of the Company, there has been no complaintlabor union prior to the date hereof organizing any employees of the Company or any of its Subsidiaries into one or more collective bargaining units; (v) There are no complaints, charge lawsuits, arbitrations or Legal Proceeding by other proceedings pending, or before any Governmental Body brought to the knowledge of the Company, threatened by or on behalf of any employee, prospective employee, present or former employee, retiree, labor organization employee of the Company or other representative any of its employees is pending Subsidiaries alleging breach of any express or threatened against any implied contract of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leasesemployment; (evi) no grievance is pending or, to To the knowledge of the Company PartiesCompany, threatened against any no federal, state, or local agency responsible for the enforcement of the Acquired Companies labor or any third party which manages or operates any of the Properties or Space Leases employment laws intends to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress; (vii) There are no personnel arrangements, understandings, policies, rules or procedures (whether written or oral) applicable to employees at such Properties or Space Leases; and (f) none of the Acquired Companies Company or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body relating to employees or employment practices. Except as its Subsidiaries other than those set forth in Section 4.14 3.21(a) of the Company Disclosure LetterSchedule, there true, correct and complete copies of which have heretofore been delivered to Parent; and (viii) There are no grants employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) or subsidies from any Governmental Body other agreements (whether written or oral) with any employees of the Company or any Subsidiary thereto. (b) The Company and its Subsidiaries are and have been in substantial compliance with all notice and other requirements under the Worker Adjustment and Retaining Notification Act (“WARN”) or similar state statute. None of the employees of the Company or any of its Subsidiaries have suffered an “employment loss” (as defined in WARN) during the ninety (90)-day period prior to the execution of this Agreement. (c) Neither the Company nor any Acquired Company related of its Subsidiaries is bound by any contract, arrangement, understanding, policy, rule or procedure (whether written or oral) that restricts its ability to employment, employee training and/or terminate the employment practices that are subject to any repayment obligation on the part of any Acquired Companyof its employees at any time without payment or other liability.

Labor Matters. Except as set forth in Section 4.14 of the Disclosure Letter: (a) none Neither the Company nor any of its Subsidiaries is a party to any material Contract or arrangement between or applying to, one or more employees or other service providers in the Acquired Companies United States and a union, trade union, works council, group of employees or any third party which manages other employee representative body or operates any labor-relations organization or entity (“Labor Organization”), for collective bargaining or other negotiating or consultation Table of Contents purposes or reflecting the Properties outcome of such collective bargaining or Space Leases negotiation or consultation with respect to the their respective employees at such Properties or Space Leases, are party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization; nor is any application for certification with respect to a union-organizing campaign outstanding; nor has any request for recognition by a labor union or labor organization been made to any of the Acquired Companies or to any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (b) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases is the subject of any Legal Proceeding asserting that any of the Acquired Companies or such third parties has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as organization, union, group, association, works council or other employee representative body, or is bound by any equivalent national or sectoral agreement (“Collective Bargaining Agreements”). To the Knowledge of the Company, there are no pending, threatened or reasonably anticipated material activities or proceedings anticipated by any Labor Organization to wages organize any such employees or conditions of employment; (c) there is other service providers. There are no strikelockouts, strikes, slowdowns, work stoppage or other labor dispute involving any of the Acquired Companies, affecting any of the Properties or Space Leases pending stoppages or, to the knowledge Knowledge of the Company, threats thereof by or with respect to any employees or other service providers of the Company Parties, threatened; (d) no complaint, charge or Legal Proceeding by or before any Governmental Body brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of its employees is pending Subsidiaries nor have there been any such lockouts, strikes, slowdowns or threatened against any of the Acquired Companies work stoppages or any third party which manages or operates any of the Properties or Space Leases threats thereof with respect to the any employees at such Properties or Space Leases; (e) no grievance is pending or, to the knowledge other service providers of the Company Parties, threatened against or any of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect its Subsidiaries, except in each case as would not reasonably be expected to be material to the employees at such Properties or Space Leases; Company and (f) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leasesits Subsidiaries, are taken as a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body relating to employees or employment practiceswhole. Except as set forth would not reasonably be expected to have, individually or in Section 4.14 the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries, nor to the Knowledge of the Disclosure LetterCompany any of their respective representatives or employees, has committed any unfair labor practice in connection with the operation of their respective businesses of the Company or any of its Subsidiaries, and, there are is no grants charge, complaint or subsidies from other action against the Company or any of its Subsidiaries by the National Labor Relations Board or any comparable Governmental Body Entity pending or to any Acquired the Knowledge of the Company related threatened. (b) The Company and its Subsidiaries have complied in all material respects with all Applicable Laws and Orders relating to employment, employment practices, terms and conditions of employment, worker classification (including the proper classification of workers as independent contractors and consultants and as exempt or non-exempt for overtime purposes), leased and seconded employees, tax withholding, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, immigration status, employee training and/or employment practices safety and health, wages (including overtime wages), compensation, and hours of work, other than instances of non-compliance that are subject would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to any repayment obligation on material conciliation agreement, settlement agreement, consent decree or other employment-related agreement or order with any Governmental Entity. (c) Except as would not reasonably be expected to be material to the part Company, each of the Company and its Subsidiaries is in compliance in all material respects with WARN or any Acquired Companyrelated state laws.

Labor Matters. (a) Except as set forth in Section 4.14 of the Disclosure Letter: (a) Schedule 2.14(a), none of the Acquired Companies Company, the Subsidiary or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization; nor Medimop USA is any application for certification with respect to a union-organizing campaign outstanding; nor has any request for recognition by a labor union or labor organization been made to any of the Acquired Companies or to any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (b) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases is the subject of any Legal Proceeding asserting that any of the Acquired Companies or such third parties has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; (c) there is no strike, work stoppage or other labor dispute involving any of the Acquired Companies, affecting any of the Properties or Space Leases pending or, to the knowledge of the Company Parties, threatened; (d) no complaint, charge or Legal Proceeding by or before any Governmental Body brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of its employees is pending or threatened against any of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (e) no grievance is pending or, to the knowledge of the Company Parties, threatened against any of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; and (f) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are a party to, or otherwise bound by, any consent decree withcollective bargaining contract, collective labor agreement or citation byother collective contract or arrangement with a labor union, trade union or other organization or body involving any Governmental Body relating of its employees that requires it to employees provide benefits or employment practicesworking conditions in excess of the minimum benefits and working conditions required by law to be provided pursuant to rules and regulations of the Histadrut (General Federation of Labor), the Coordinating Bureau of Economic Organization and the Industrialists’ Association, other than those that apply to the industry in which the Company or the Subsidiary conduct their business. Except as set forth in Section 4.14 Schedule 2.14(a), each of the Disclosure LetterCompany, the Subsidiary and Medimop USA has not recognized or received a demand for recognition from any collective bargaining representative with respect to any of its employees. Except as set forth in Schedule 2.14(a), each of the Company, the Subsidiary and Medimop USA does not have and is not subject to, and no employee of the Company, the Subsidiary or Medimop USA benefits from, any extension order (tzavei harchava) or any contract or arrangement with respect to employment or termination thereof, other than those that apply to the industry in which the Company or the Subsidiary conduct their business. Except as set forth in Schedule 2.14(a) or other Schedules hereto, all of the employees of the Company, the Subsidiary and Medimop USA are “at will” employees subject to the termination notice provisions included in employment agreements or applicable law. Except as set forth in Schedule 2.14(a), there is no material claim or complaint that is pending or, to the Knowledge of Zinger, the Company or Medimop USA, has been threatened against the Company, the Subsidiary or Medimop USA by any person who is or has been an employee or director of the Company, the Subsidiary or Medimop USA. Without limiting the generality of the foregoing, there are no grants unfair labor practice claims or subsidies from charges that are pending, or that, to the Knowledge of Zinger, the Company or Medimop USA, have been threatened against the Company, the Subsidiary or Medimop USA. Since December 31, 2002, (i) there has been no labor strike, slowdown or stoppage pending (or, to the Knowledge of Zinger, the Company or Medimop USA, threatened) against or affecting the Company, the Subsidiary or Medimop USA, (ii) there has been no organized dispute between the Company, the Subsidiary or Medimop USA and any Governmental Body group of its employees, (iii) no event has occurred and, to the Knowledge of Zinger, the Company, the Subsidiary or Medimop USA, no circumstance or condition exists that could reasonably be expected to give rise to any Acquired Company related such labor strike, slowdown, stoppage or dispute, and (iv) to employmentthe Knowledge of Zinger, employee training and/or employment practices that are subject to any repayment obligation the Company, the Subsidiary and Medimop USA, there has been no effort on the part of any Acquired labor union to organize any employees of the Company, the Subsidiary or Medimop USA. Each of the Company, the Subsidiary and Medimop USA has good labor relations, and neither the Company nor Medimop USA has any knowledge of any facts indicating that (i) the consummation of the transactions contemplated by this Agreement could reasonably be expected to have a Material Adverse Effect on any of the Company’s, the Subsidiary’s or Medimop USA’s labor relations, or (ii) that any of the employees of the Company, the Subsidiary or Medimop intends to terminate his or her employment with the Company, the Subsidiary or Medimop USA. (b) Schedule 2.14(b) contains a complete list of each employment agreement between the Company, the Subsidiary or Medimop USA and any of their respective employees or directors, and a description of the compensation and material benefits of each employee. (c) Schedule 2.14(c), there is no contract between the Company, the Subsidiary or Medimop USA and any of their respective employees or directors, or other set of circumstances known to the Company or Medimop USA, that would give rise to a material claim for damages or compensation (excluding statutory severance pay) if any employee or director is terminated by such company with or without notice. Each of the Company, the Subsidiary and Medimop USA has materially complied with all applicable employment laws (including, where applicable and without limitation, the Minimum Wage Law (1987) and the Working and Rest Hours Law (1951)), policies, procedures and agreements relating to employment, terms and conditions of employment and to the proper withholding and remission to the proper tax and other authorities of all sums required to be withheld from employees or persons deemed to be employees under the laws of the United States, the State of Israel and local laws respecting such withholding. Each of the Company, the Subsidiary and Medimop USA has paid in full to all of its employees wages, salaries, commissions, bonuses, benefits and other compensation due and payable to such employees on or prior to the date hereof and has reserved, paid and deducted additional amounts in order to satisfy its additional obligations to its employees under any applicable law or any contract. (d) All amounts that each of the Company, the Subsidiary or Medimop USA is legally or contractually required to deduct from its employees’ salaries or to transfer to such employees’ pension or provident, life insurance, incapacity insurance, continuing education fund or other similar fund have been so deducted or transferred.

Labor Matters. Except as set forth in Section 4.14 of the Disclosure Letter: (a) none Except as disclosed in Section 4.13(a) of the Acquired Companies or any third Company Disclosure Letter, (i) no Group Company is a party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are party to, or bound by, or currently negotiating in connection with entering into or amending, any collective bargaining agreement, contract agreement or other agreement similar labor Contract applicable to current or understanding with a former employees of any Group Company; (ii) no employees of the Group Companies are represented by any labor union or union, labor organization; nor is any application for certification , works council or other employee representative bodies with respect to their employment with the Group Companies. There are no representation proceedings or petitions seeking a union-organizing campaign outstanding; nor has any request for recognition by a labor union or labor organization been made to any of the Acquired Companies or to any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (b) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases is the subject of any Legal Proceeding asserting that any of the Acquired Companies or such third parties has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; (c) there is no strike, work stoppage or other labor dispute involving any of the Acquired Companies, affecting any of the Properties or Space Leases representation proceeding presently pending or, to the knowledge Knowledge of the Company, threatened in writing to be brought or filed, with the National Labor Relations Board or other labor relations tribunal, nor has any such representation proceeding, petition, or demand been brought, filed, made, or, to the Knowledge of the Company, threatened since the Reference Date. Since the Reference Date, to the Knowledge of the Company, there have been no labor organizing activities involving Group Company or with respect to any employees of the Group Companies in effect or threatened in writing by any labor organization, work council, group of employees, union or other employee representative bodies. (b) Since the Reference Date, there have been no strikes, work stoppages, slowdowns, lockouts or arbitrations, material grievances, unfair labor practice charges or other material labor disputes pending or, to the Knowledge of the Company, threatened against the Group Companies involving any employee or former employee of any Group Company. (c) To the Knowledge of the Company, no executive officer of the Company Partieshas given written notice to any Group Company of termination of his or her employment with the Company in connection with the consummation of the Transactions. To the Knowledge of the Company, threatened; the Group Companies and each of their employees and consultants are in compliance in all material respects with the terms of any employment, nondisclosure, restrictive covenant, and consulting agreements between any Group Company and such individuals. (d) To the Knowledge of the Company, no complaint, charge notice or Legal Proceeding by or before any Governmental Body brought by complaint from or on behalf of any employeecurrent or former employee of, prospective employee, former employee, retiree, labor organization or other representative of its employees is pending individual who provided services to, any Group Company has been received by any Group Company since the Reference Date asserting or threatened alleging sexual harassment or sexual misconduct against any other current or former appointed director or executive officer of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; Group Company. (e) Since the Reference Date, there have been no grievance is material complaints, charges, investigations or other Legal Proceedings against the Group Companies filed or pending or, to the knowledge Knowledge of the Company PartiesCompany, threatened against that would be brought or filed, with any Governmental Entity based on, arising out of, or in connection with any labor and employment Legal Requirement, or employment practice of any Group Company. Since the Acquired Companies Reference Date, no Group Company has received any notice of intent by any Governmental Entity responsible for the enforcement of labor and employment laws to conduct or initiate a material investigation, audit or Legal Proceeding relating to any third party which manages employment or operates labor laws or employment practice of any Group Company. Each Group Company is, and has been since the Reference Date, in material compliance with all applicable Legal Requirements respecting labor, employment and employment practices, including all laws respecting terms and conditions of employment classification, employment, wages and hours, overtime, the Properties Worker Adjustment and Retraining Notification Act, and any similar foreign, state or Space Leases local “mass layoff” or “plant closing” laws (the “WARN Act”), collective bargaining, non-unionized agreement (pacto colectivo), collective tripartite bargaining obligations (Consejos d▇ ▇▇▇▇▇▇▇), immigration and work eligibility, benefits (including fringe and extra-legal benefits), labor relations, harassment (including sexual harassment), discrimination, civil rights, pay equity, child labor, equal employment opportunity, safety and health, workers’ compensation, COVID-19 in the workplace, temporary employees, licenses, termination payments, travel expenses, endowment (dotación), outsourcing, vacations, working permits and apprenticeships. (f) There has been no “mass layoff”, “plant closing” or other similar event under the WARN Act with respect to any Group Company since the employees at Reference Date. (g) No Group Company is liable for any arrears of wages, amounts that the Group Companies are legally required to withhold from their employees’ wages and to pay to any Governmental Entity as required by Applicable Legal Requirements, or penalties with respect thereto, except in each case as would not be material to the Group Companies taken as a whole. (h) Except as would not be reasonably expected to result in a material liability of any Group Company, each individual who has provided or is providing services to any Group Company in Brazil and has been classified as an exempt employee, independent contractor, temporary employee, leased employee or seasonal employee, as applicable, for any purpose (including for tax purposes or purposes of any Employee Benefit Plan) has been properly classified as such Properties or Space Leases; under all applicable Legal Requirements and (f) none pursuant to the terms of any Employee Benefit Plan. None of the Acquired Group Companies has any material liability or obligation under any third party which manages applicable Legal Requirement or operates any Employee Benefit Plan arising out of improperly classifying such individual as an exempt employee, independent contractor, temporary employee, leased employee or seasonal employee, as applicable. (i) All current employees of the Properties or Space Leases Group Companies primarily employed in the United States are employed “at will”. (j) Each Group Company is in compliance, in all material respects, with respect all of its obligations to enter into health and security mandatory labor insurance with the employees at Uruguayan State Insurance Office (Banco de Seguros del Estado) to cover employment and work sicknesses as established under Uruguayan Act 16,074 (October 10, 1989, as amended), and such Properties or Space Leasesmandatory insurance is in full force and effect. (k) Each Group Company is in compliance, are a party toin all material respects, or otherwise bound bywith its obligations under the outsourcing legislation, any consent decree withand declares to comply with the controlling and verification obligations as established under Uruguayan laws 18,099 (January 21, or citation by2007, any Governmental Body relating to employees or employment practices. Except as set forth in Section 4.14 of the Disclosure Letteramended) and 18,251 (January 6, there are no grants or subsidies from any Governmental Body to any Acquired Company related to employment2008, employee training and/or employment practices that are subject to any repayment obligation on the part of any Acquired Companyas amended).