Common use of Labor Relations Clause in Contracts

Labor Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all Applicable Laws relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of the Subsidiaries (A) is in compliance, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries relating to Occupational Laws, and the Company does not have knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedings.

Labor Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or Company, such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-non- competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all Applicable Laws relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of the Subsidiaries (A) is in compliance, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations authorizations or other approvals required of it under applicable Occupational Applicable Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries relating to Occupational Applicable Laws, and the Company does not have knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedings.

Labor Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing mattersmatters that would reasonably be expected to have a Material Adverse Effect. The Company and its Subsidiaries are in compliance with all Applicable Laws relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of the Subsidiaries (A) is in compliance, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries relating to Occupational Laws, and the Company does not have knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedings.

Labor Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or Company, such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all Applicable Laws relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of the Subsidiaries (A) is in compliance, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations authorizations or other approvals required of it under applicable Occupational Applicable Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries relating to Occupational Applicable Laws, and the Company does not have knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedings.

Labor Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no effort is underway to unionize or organize the employees of the Company or any Subsidiary. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The There is no employment-related charge, complaint, grievance, investigation, inquiry or obligation of any kind including workers’ compensation liability matters, pending, or to the Company’s knowledge, threatened, relating to an alleged violation or breach by the Company and or its Subsidiaries are in compliance with all Applicable Laws relating to employment and employment practicesof any law, terms and conditions of employment and wages and hours, except where the failure to be in compliance could notregulation or contract that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of the Subsidiaries . (Ai) is in compliance, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to To the Company’s knowledge (A) no allegations of sexual harassment, threatened against sexual misconduct or discrimination, whether such discrimination arises from race, ethnic background, sex, gender status, age or otherwise (“Misconduct”) have been made involving any current or former director, officer, or independent contractor of the Company or any of its Subsidiaries relating to Occupational Laws, and Subsidiaries, (B) neither the Company does not nor any of its Subsidiaries have knowledge entered into any settlement agreements related to allegations of Misconduct by any factscurrent/current or former director, circumstances officer, employee, or developments relating to independent contractor of the Company or any of its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedingsSubsidiaries.

Labor Relations. No There (a) is no unfair labor dispute exists practice complaint pending against the Borrower or any of its Subsidiaries or, to the knowledge of any Responsible Officer, threatened against any of them, before the National Labor Relations Board (or any successor United States federal agency that administers the National Labor Relations Act), and no grievance or arbitration proceeding arising out of or under any collective bargaining agreement is so pending against the Borrower or any of its Subsidiaries or, to the knowledge of any Responsible Officer, threatened against any of them, (b) are no strikes, lockouts, slowdowns or stoppage against the Borrower or any Subsidiary pending or, to the knowledge of the CompanyBorrower, is imminent threatened and (c) no union representation petition existing with respect to any of the employees of the CompanyBorrower or any of its Subsidiaries and no union organizing activities are taking place, which in each case, that could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all Applicable Laws relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could notExcept for matters that, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect, the hours worked by and payments made to employees of the Borrowers and the Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable federal, state, provincial, local or foreign law dealing with such matters. The Company and each consummation of the Subsidiaries (A) Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which the Borrower or any Subsidiary is in compliancebound. As of the date of this Agreement, in all material respects, with Applicable Laws (including pursuant to there are no collective bargaining agreements or Multiemployer Plans covering the Occupational Health and Safety Act or its foreign equivalents) relating to employees of the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against the Company Borrower or any of its Subsidiaries relating to Occupational Laws, and the Company does not have knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedingsSubsidiaries.

Labor Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the The Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are goodhas no employees. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing mattersmatters that would reasonable be expected to have a Material Adverse Effect. The Company and its Subsidiaries are in compliance with all Applicable Laws relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of the Subsidiaries (A) is in compliance, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries relating to Occupational Laws, and the Company does not have knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedings.

Labor Relations. No labor dispute exists or, Except as set forth in the Company SEC Documents filed prior to the knowledge of the Company, is imminent with respect to any of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and date hereof: (i) neither the Company nor any of its Subsidiaries is a party to a to, or bound by, any material collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization (other than contracts or other agreements or understandings with labor unions or labor organizations in connection with products and the Company services offered and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of sold to such unions and organizations by the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject its Subsidiaries); (ii) neither the Company or nor any of its Subsidiaries is the subject of any proceeding asserting that it or any Subsidiary has committed an unfair labor practice or sex, age, race or other discrimination or seeking to compel it to bargain with any liability with respect labor organization as to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all Applicable Laws relating to employment and employment practices, terms and wages or conditions of employment and wages and hoursemployment, except where the failure to be in compliance could notwhich, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. The Company and each ; (iii) there are no material current or, to the knowledge of the Subsidiaries Company, threatened organizational activities or demands for recognition by a labor organization seeking to represent employees of the Company or any Subsidiary and no such activities have occurred during the past 24 months; (Aiv) is in complianceno grievance, in all material respectsarbitration, with Applicable Laws (including pursuant litigation or complaint or, to the Occupational Health and Safety Act or its foreign equivalents) knowledge of the Company, investigations relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations labor or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim employment matters is pending or, to the knowledge of the Company’s knowledge, threatened against the Company or any of its Subsidiaries relating to Occupational Lawswhich, except as has not had, and the Company does would not have knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form have, individually or in the basis for aggregate, a Material Adverse Effect; (v) the Company and each of its Subsidiaries has complied and is in compliance in all respects with all applicable laws (domestic and foreign), agreements, contracts, and policies relating to employment, employment practices, wages, hours, and terms and conditions of employment and is not engaged in any material unfair labor practice as determined by the National Labor Relations Board (or give rise any foreign equivalent) except where the failure to comply has not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (vi) the Company has complied in all respects with its payment obligations to all employees of the Company and its Subsidiaries in respect of all wages, salaries, commissions, bonuses, benefits and other compensation due and payable to such actionsemployees under any Company policy, suitspractice, investigations agreement, plan, program or proceedingsany statute or other law, except to the extent that any noncompliance, either individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect; and (vii) the Company has complied and is in compliance in all material respects with its obligations pursuant to the Worker Adjustment and Retraining Notification Act of 1988 (and any similar state or local law) to the extent applicable, and all material other employee notification and bargaining obligations arising under any collective bargaining agreement or statute.

Labor Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no effort is underway to unionize or organize the employees of the Company or any Subsidiary. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The There is no employment-related charge, complaint, grievance, investigation, inquiry or obligation of any kind including workers’ compensation liability matters, pending, or to the Company’s knowledge, threatened, relating to an alleged violation or breach by the Company and or its Subsidiaries are in compliance with all Applicable Laws relating to employment and employment practicesof any law, terms and conditions of employment and wages and hours, except where the failure to be in compliance could notregulation or contract that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of the Subsidiaries . (Ai) is in compliance, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to To the Company’s knowledge (A) no allegations of sexual harassment, threatened against sexual misconduct or discrimination, whether such discrimination arises from race, ethnic background, sex, gender status, age, religion, national origin or otherwise (“Misconduct”) have been made in the past five years involving any current or former director, officer, or independent contractor of the Company or any of its Subsidiaries relating to Occupational Laws, and Subsidiaries, (B) neither the Company does not nor any of its Subsidiaries have knowledge entered into any settlement agreements related to allegations of Misconduct by any factscurrent/current or former director, circumstances officer, employee, or developments relating to independent contractor of the Company or any of its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedingsSubsidiaries.

Labor Relations. No Except as set forth on Schedule 4.19, (i) there is no employment agreement, collective bargaining agreement, shop agreement or written personnel policy applicable to Employees of the Business nor are any such agreements or policies presently negotiated; (ii) there is no current labor strike, slowdown or work stoppage or pending lockout, dispute exists or other labor controversy in effect, or to the Knowledge of Sellers threatened against or otherwise affecting the Business, and the Business has not experienced such labor controversy in the past five years; (iii) there is no unfair labor practice charge or complaint pending or, to the knowledge Knowledge of Sellers, threatened against or otherwise affecting the Company, is imminent with respect to Business; (iv) no representation question exists or has been raised respecting any of the employees Employees of the CompanyBusiness within the past five years, which could reasonably be expected nor to result in a Material Adverse Effect. None the Knowledge of Sellers are there any campaigns being conducted to solicit cards from Employees of the Company’s Business to authorize representation by any labor organization; (v) no action, suit, complaint, charge, arbitration, grievance, inquiry, proceeding or its Subsidiaries’ employees is a member investigation by or before any court, governmental agency, administrative agency or commission brought by or on behalf of a union that relates to such any Employee, prospective employee’s relationship with the Company , former employee, retiree, labor organization or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge other representative of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all Applicable Laws relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of the Subsidiaries (A) is in compliance, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim Business's Employees is pending or, to the Company’s knowledgeKnowledge of Sellers, threatened against the Company Business; (vi) the Sellers and ELAC are not party to, or otherwise bound by, any of its Subsidiaries consent decree with, or citation by, any Government agency relating to Occupational Employees or employment practices; (vii) the Sellers and ELAC are in compliance in all material respects with all Applicable Laws, agreements, contracts, and policies relating to employment, employment practices, wages, hours, and terms and conditions of employment; (viii) other than to the Company does extent accrued in the financial statements of the Business in accordance with GAAP, the Sellers and ELAC have paid in full to all Employees of the Business all wages, salaries, commissions, bonuses, benefits and other compensation due to such employees or otherwise arising under any policy, practice, agreement, plan, program, statute or other law; (ix) the Sellers and ELAC are not liable for any severance pay or other payments to any Employee, or former employee arising from the termination of employment, nor will the Business have knowledge any liability under any benefit or severance policy, practice, agreement, plan, or program 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 the Business of any factspersons employed by the Sellers on or prior to the Closing Date except to the extent accrued on the Closing Balance Sheet; (x) except as set forth in Schedule 4.19(x), circumstances the Sellers and ELAC have not closed any Business plant or developments relating facility, effectuated any layoff of Employees or implemented any early retirement, separation or window program which within the past five years, nor have the Sellers or ELAC planned or announced any such action or program for the future; (xi) the Sellers and ELAC are in compliance with their obligations pursuant to its operations the Worker Adjustment and Retraining Notification Act of 1988, and Sellers and ELAC are in compliance with all other notification and bargaining obligations arising under any collective bargaining agreement, statute or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedingsotherwise.

Labor Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or Company, such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all Applicable Laws relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of the Subsidiaries (A) is in compliance, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries relating to Occupational Laws, and the Company does not have knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedings.

Labor Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ or its VIEs’ employees is a member of a union that relates to such employee’s relationship with the Company Company, such Subsidiary or such SubsidiaryVIE, and neither the Company nor any of its Subsidiaries and its VIEs is a party to a collective bargaining agreement, and the Company and its Subsidiaries and its VIEs believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any SubsidiarySubsidiary or VIE, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries or VIEs to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries and VIEs are in compliance with all Applicable Laws relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of the Subsidiaries and the VIEs (A) is in compliance, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries or VIEs relating to Occupational Laws, and the Company does not have knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedings.

Labor Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing mattersmatters that would reasonably be expected to have a Material Adverse Effect. The Company and its Subsidiaries are in compliance with all Applicable Laws U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of the Subsidiaries (A) is in compliance, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries relating to Occupational Laws, and the Company does not have knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedings.

Labor Relations. No (a) There is no labor dispute exists or employment-related audit, inspection or Legal Proceeding pending or, to the knowledge Knowledge of the Company, is imminent with respect to threatened, against the Company or any of the its Subsidiaries by any of their respective employees or such employees’ labor organization, works council, workers’ committee, union representatives or any other type of the Companyemployees’ representatives appointed, which could elected, identified or recognized for collective bargaining purposes (collectively “Employee Representatives”) that has or would reasonably be expected to, individually or in the aggregate, adversely impact the ability of the Company and the Subsidiaries to conduct their respective businesses or otherwise result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates material liability to such employee’s relationship with the Company or such any Subsidiary, and neither . (b) Neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, isto, or is now expected to bebound by, in violation any Collective Bargaining Agreement. No union organizing efforts or Employee Representatives’ elections or similar form of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject activity is ongoing at the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all Applicable Laws relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of the Subsidiaries (A) is in compliance, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Knowledge of the Company’s knowledge, threatened in writing, nor is there any strike, slowdown, picketing, leafleting, sit-in, boycott, work stoppage, lockout, material labor dispute or similar form of organized labor disruption directed at the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened in writing. There are no unfair labor practice charges pending against the Company or any of its Subsidiaries before the National Labor Relations Board or any similar local, state or federal agency or office or, to the Knowledge of the Company, are any such charges threatened against the Company or any of its Subsidiaries and no grievance or arbitration proceedings are pending against the Company or any of its Subsidiaries or to the Knowledge of the Company, threatened against any of them. Neither the Company nor any of its Subsidiaries is subject to any obligation (whether pursuant to Law or Contract) to notify, inform and/or consult with, or obtain consent from, any Employee Representative regarding the transactions contemplated by this Agreement. (c) The Company and each of its Subsidiaries has complied in all material respects with all applicable Laws relating to Occupational Lawslabor and employment including but not limited to all applicable Laws relating to the payment of wages, salaries, fees, commissions, bonuses, overtime pay, holiday pay, sick pay, benefits and all other compensation, remuneration and emoluments due and payable to such employees under any Company or Subsidiary policy, practice, agreement, plan, program or any applicable Collective Bargaining Agreement or Law, collective bargaining, reductions in force, equal employment opportunities, working conditions, employment discrimination, harassment, civil rights, safety and health, disability, employee benefits, employee classification, workers’ compensation, immigration, family and medical leave, and the Company does not have knowledge collection and payment of any facts, circumstances withholding or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedingssocial security taxes.

Labor Relations. No Except as set forth on Schedule 3.1(k), no labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, any Subsidiary, any VIE or any VIE Subsidiary, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’, VIEs’ or VIE Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or Company, such Subsidiary, such VIE and such VIE Subsidiary, and neither the Company nor any of its Subsidiaries, VIEs, or VIE Subsidiaries is a party to a collective bargaining agreement, and the Company Company, its Subsidiaries, VIEs, and its VIE Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiaryof its Subsidiaries, VIEs or VIE Subsidiaries, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries, VIEs or VIE Subsidiaries to any liability with respect to any of the foregoing matters. The Company Company, its Subsidiaries, its VIEs and its VIE Subsidiaries are in compliance with all Applicable Laws U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of the Subsidiaries (A) is in compliance, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries relating to Occupational Laws, and the Company does not have knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedings.

Labor Relations. No Except as could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect, there (a) is no unfair labor dispute exists practice complaint pending against the Parent or any of its Subsidiaries or, to the knowledge of any Responsible Officer of a Loan Party, threatened against any of them, before the CompanyNational Labor Relations Board (or any successor United States federal agency that administers the National Labor Relations Act), and no grievance or arbitration proceeding arising out of or under any collective bargaining agreement is imminent so pending against the Parent or any of its Subsidiaries or, to the knowledge of any Responsible Officer of a Loan Party, threatened against any of them, (b) are no strikes, lockouts, slowdowns or stoppage against the Parent or any Subsidiary pending or, to the knowledge of any Loan Party, threatened and (c) no union representation petition existing with respect to any of the employees of the CompanyParent or any of its Subsidiaries and no union organizing activities are taking place. The hours worked by and payments made to employees of the Parent and the Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable federal, state, provincial, local or foreign law dealing with such matters, except where such violation, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. All payments due from the Parent or any Subsidiary, or for which any claim may be made against the Parent or any Subsidiary, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as a liability on the books of the Parent or such Subsidiary, except where the failure to do the same, either individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. None The consummation of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does transactions contemplated hereby will not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all Applicable Laws relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of the Subsidiaries (A) is in compliance, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries relating to Occupational Laws, and the Company does not have knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations any right of termination or proceedingsright of renegotiation on the part of any union under any collective bargaining agreement to which the Parent or any Subsidiary is bound.

Labor Relations. (a) (i) No labor dispute exists oremployee of the Company or any of its Subsidiaries is represented by a union and, to the knowledge Knowledge of the Company, is imminent with respect to any of no union organizing efforts have been conducted within the employees of the Companylast three years or are now being conducted, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and (ii) neither the Company nor any of its Subsidiaries is a party to a any material collective bargaining agreementagreement or other labor contract, and (iii) neither the Company nor any of its Subsidiaries currently has, or, to the Knowledge of the Company, is there now threatened, a strike, picket, work stoppage, work slowdown or other organized labor dispute that would reasonably be expected to be, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a whole. Neither the Company nor its Israeli Sub is a party to, or otherwise bound by, any material consent decree with, or citation or other material order, injunction, judgment, doctrine, decree, ruling, writ, assessment or arbitration award of any Governmental Entity relating to employees or employment practices other than such extension orders applicable to all employees in Israel. (b) Each of the Company and its Subsidiaries believe that their relationships is in compliance in all material respects with their employees are good. To all applicable Laws relating to the knowledge employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity and the Companycollection and payment of withholding and/or social security taxes, no executive officer of and neither the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or nor any of its Subsidiaries to has incurred any material liability with respect to or obligation under the Worker Adjustment and Retraining Notification Act or any of similar state or local Law within the foregoing matters. last six months that remains unsatisfied. (c) The Company and its Subsidiaries are Israeli Sub is in compliance in all material respects with all Applicable applicable Israeli Laws relating to employment and respecting employment, employment practices, terms and conditions of employment employment, employee safety and wages and hours, including the Advance Notice for Dismissal and Resignation Law, 5761 2001, the Notification to an Employee (Terms of Employment) Law, 5762 2002, the Wage Protection Law 5718 1958, Prior Notice to the Employee Law, 5762 2002, the Prevention of Sexual Harassment Law, 5758 1998, the Hours of Work and Rest Law, 5711 1951, the Annual Leave Law, 5711 1951 and the Employment by Human Resource Contractors Law, 5756 1996. (d) The Israeli Sub is not required (under any law, contract or otherwise) to provide benefits or working conditions beyond the minimum benefits and working conditions required by law to be provided pursuant to the rules and regulations of the Israeli Histadrut (General Federation of Labor), the Israeli Coordinating Bureau of Economic Organization and the Israeli Industrialists’ Association. The Israeli Sub has not and is not subject to, and no employee or consultant of the Israeli Subsidiary benefits from, any material extension order (tzavei harchave) or any general Contract or arrangement with respect to employment or termination of employment, except those extension orders that apply to all Israeli companies generally. (e) There are no unwritten policies, practices or customs or any other contracts, undertakings or agreements of the Company or its Subsidiaries that, by extension, could reasonably be expected to entitle any current or former employee to benefits in addition to what such employee is entitled by applicable legal requirements or under the terms of such employee’s employment contract, except where the failure to be in compliance could notsuch benefits, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. The be material to the Company and each its Subsidiaries, taken as a whole. (f) Neither the Company nor any of the its Subsidiaries (A) is in compliancehas engaged any consultants, in all material respectssubcontractors or freelancers who, with Applicable Laws (including pursuant according to Israeli Law, would be entitled to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection rights of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against an employee vis-à-vis the Company or any of its Subsidiaries relating Subsidiaries, including rights to Occupational Lawsseverance pay, vacation, recuperation pay (dmei havra’a) and other employee-related statutory benefits. The Company is not applying Israeli labor Laws to any of its consultants and/or independent contractors, and the Company does is not have knowledge of any facts, circumstances or developments relating required to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedingsdo so.

Labor Relations. No labor dispute exists or, to Neither the knowledge of the Company, is imminent with respect to Company nor any of its Subsidiaries is engaged in any unfair labor practice except for matters which would not, individually or in the aggregate, have a Material Adverse Effect. There is (A) no unfair labor practice complaint pending or threatened against the Company or any of its Subsidiaries before the National Labor Relations Board, and no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending or threatened, (B) no strike, labor dispute, slowdown or stoppage pending or threatened against the Company or any of its Subsidiaries and (C) no union representation dispute currently existing concerning the employees of the CompanyCompany or any of its Subsidiaries, which could reasonably be expected and (ii) (A) no union organizing activities are currently taking place concerning the employees of the Company or any of its Subsidiaries and (B) there has been no violation of any federal, state, local or foreign law relating to result discrimination in a Material Adverse Effectthe hiring, promotion or pay of employees or any applicable wage or hour laws. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge No executive officer (as defined in Rule 501(f) of the Company, no Securities Act) of the Company or any Subsidiary of the Company has notified the Company or any such Subsidiary that such officer intends to leave the Company or any such Subsidiary or otherwise terminate such officer's employment with the Company or any such Subsidiary. No executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, party and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all Applicable Laws U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of the Subsidiaries (A) is in compliance, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries relating to Occupational Laws, and the Company does not have knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedings.

Labor Relations. No labor dispute exists or, to Neither the knowledge of the Company, is imminent with respect to Company nor any of its Subsidiaries is engaged in any unfair labor practice except for matters which would not, individually or in the aggregate, have a Material Adverse Effect. There is (A) no unfair labor practice complaint pending or threatened against the Company or any of its Subsidiaries before the National Labor Relations Board, and no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending or threatened, (B) no strike, labor dispute, slowdown or stoppage pending or threatened against the Company or any of its Subsidiaries and (C) no union representation dispute currently existing concerning the employees of the CompanyCompany or any of its Subsidiaries, which could reasonably be expected and (ii) (A) no union organizing activities are currently taking place concerning the employees of the Company or any of its Subsidiaries and (B) there has been no violation of any federal, state, local or foreign law relating to result discrimination in a Material Adverse Effectthe hiring, promotion or pay of employees or any applicable wage or hour laws. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge No executive officer (as defined in Rule 501(f) of the Company, no Securities Act) of the Company or any Subsidiary of the Company has notified the Company or any such Subsidiary that such officer intends to leave the Company or any such Subsidiary or otherwise terminate such officer's employment with the Company or any such Subsidiary. No executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor favour of any third party, party and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all Applicable Laws U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of the Subsidiaries (A) is in compliance, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries relating to Occupational Laws, and the Company does not have knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedings.

Labor Relations. No labor dispute exists or(a) (i) Neither the Company nor any Company Subsidiary is a party to, and has no obligations under any collective bargaining agreement with any party relating to the knowledge compensation or working conditions of any of the Company’s employees; (ii) neither the Company nor any Company Subsidiary is obligated under any agreement to recognize or bargain with any labor organization or union on behalf of its employees; (iii) as of the date hereof, is imminent with respect to the Company has no knowledge of any union organizational or representational activities underway among any of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None Company or any Company Subsidiary; and (iv) as of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiarydate hereof, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all Applicable Laws relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of the Subsidiaries (A) is in compliance, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) Subsidiary has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending been charged or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries relating to Occupational Laws, and the Company does not have knowledge with a charge of any factsunfair labor practice. As of the date hereof, circumstances there are no existing or, to the Company’s knowledge, threatened labor strikes, slowdowns, work stoppages, disputes or developments relating to its operations grievances materially affecting or cost accounting practices that which could reasonably be expected to form materially affect operations at the basis Company or deliveries from or into any of the Company’s or any Company Subsidiary’s facilities. (b) Neither the Company nor any Company Subsidiary has committed any act or failed to take any required action with respect to any of its employees which has resulted in a violation of: (i) ERISA, or similar legislation as it affects any employee benefit or welfare plan of the Company or any Company Subsidiary; (ii) the Immigration Reform and Control Act of 1986; (iii) the National Labor Relations Act, as amended; (iv) Title VII of the Civil Rights Act of 1964, as amended; (v) the Occupational Safety and Health Act; (vi) Executive Order 11246; (vii) the Fair Labor Standards Act; (viii) the Rehabilitation Act of 1973; (ix) all regulations under such acts described in the preceding clauses (i) through (vi) inclusive; and (viii) and all other Laws of the United States or any state, city or municipality thereof relating to the employment of labor, except in each case for any such violation which would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary is liable for any arrearage of wages or give rise taxes or penalties that are material to such actionsthe Company taken as a whole, suitsfor failure to comply with any of the foregoing. (c) Section 3.18(c) of the Company Disclosure Schedule contains a complete and accurate lists of the names and compensation paid to each person employed by the Company or any Company Subsidiary during the year ended December 31, investigations or proceedings2004 and the period ending on September 30, 2005.

Labor Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all Applicable Laws U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each There is no workmen’s compensation liability matter, employment-related charge, complaint, grievance, investigation, inquiry or obligation of the Subsidiaries (A) is in complianceany kind pending, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against threatened, relating to an alleged violation or breach by the Company or any of its Subsidiaries relating to Occupational Laws, and the Company does not have knowledge of any factslaw, circumstances regulation or developments relating to its operations contract that could, individually or cost accounting practices that could in the aggregate, reasonably be expected to form have a Material Adverse Effect. The Company has no reason to believe that any individual may commence an Action or file a claim with any governmental authority against the basis for Company alleging sexual harassment or give rise to such actions, suits, investigations any type of discrimination or proceedingsviolation of any Laws.

Labor Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the The Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are goodhas no employees. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing mattersmatters that would reasonably be expected to have a Material Adverse Effect. The Company and its Subsidiaries are in compliance with all Applicable Laws relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of the Subsidiaries (A) is in compliance, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries relating to Occupational Laws, and the Company does not have knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedings.

Labor Relations. No labor dispute exists or, to the knowledge Knowledge of the Company, is imminent with respect to any of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge Knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all Applicable U.S. federal, state, local and foreign Laws relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of the Subsidiaries (A) is in compliance, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to To the Company’s knowledgeKnowledge: (i) no allegations of sexual harassment, threatened against sexual misconduct or discrimination, whether such discrimination arises from race, ethnic background, sex, gender status, age or otherwise (“Misconduct”) have been made involving any current or former director, officer, employee or independent contractor of the Company or any of its Subsidiaries relating to Occupational Laws, and Subsidiaries; and (ii) neither the Company does not nor any of its Subsidiaries have knowledge entered into any settlement agreements related to allegations of Misconduct by any factscurrent or former director, circumstances officer, employee, or developments relating to independent contractor of the Company or any of its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedingsSubsidiaries.

Labor Relations. (1) No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s ’s, or its VIEs’ or Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company Company, such VIE or such Subsidiary, and neither the Company nor any of its VIEs or its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe (including the VIEs)believe that their relationships with their employees are good. To . (2) No executive officer of the Company, any VIE or any Subsidiary, to the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its VIEs or Subsidiaries to any liability with respect to any of the foregoing matters. . (3) To the Company’s knowledge, (a) no allegation of sexual harassment, sexual misconduct or discrimination, whether such discrimination arises from race, ethnic background, sex, gender status, age or otherwise (“Misconduct”) have been made involving any current or former director, officer, employee or independent contractor of the Company or any of its VIEs or Subsidiaries, (b) neither the Company nor any of its VIEs or Subsidiaries have entered into any settlement agreements related to allegations of Misconduct by any current or former director, officer, employee, or independent contractor of the Company or any of its VIEs or Subsidiaries. (4) The Company and its VIEs or Subsidiaries are in compliance with all Applicable Laws applicable U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of the Subsidiaries (A) is in compliance, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries relating to Occupational Laws, and the Company does not have knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedings.

Labor Relations. No material labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, Company which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such SubsidiaryCompany, and neither the Company nor or any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of Schedule 3.1(k) sets forth: (i) each union with which the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information Subsidiary has a collective bargaining agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment number of employees covered by each such agreement as of a recent date, (ii) the current term of each such executive officer does not agreement, (iii) the current status of any negotiations to amend, extend or negotiate a new collective bargaining agreement, (iv) whether the entity subject the Company or any of its Subsidiaries to such collective bargaining agreement has been subject to any liability with respect strike or other organized work stoppage in the last 5 calendar years, (v) a summary list of grievances filed under each agreement in the last 24 months, and (vi) whether the entity subject to such collective bargaining agreement is subject to any order, decree or is a participant in any ongoing proceeding of the foregoing mattersUnited States Department of Labor, National Labor Relations Board or other governmental agency respecting such collective bargaining agreement, and if so, the particulars thereof. The Company and its Subsidiaries are in compliance with all Applicable Laws U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Except as set forth on Schedule 3.1(k), the Company and each of the Subsidiaries (A) is in compliancenot a party to or bound by any currently effective employment contract, in all material respectsdeferred compensation arrangement, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations bonus plan, incentive plan, profit sharing plan, retirement agreement or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations employee compensation plan or approvalagreement. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to To the Company’s knowledge, threatened against no employee of the Company, nor any consultant with whom the Company has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company because of the nature of the business to be conducted by the Company; and to the Company’s knowledge the continued employment by the Company of its present employees, and the performance of the Company’s contracts with its independent contractors, will not result in any such violation. The Company has not received any notice alleging that any such violation has occurred. No employee of the Company has been granted the right to continued employment by the Company or to any material compensation following termination of its Subsidiaries relating employment with the Company. The Company is not aware that any officer, key employee or group of employees intends to Occupational Lawsterminate his, and her or their employment with the Company nor does not the Company have knowledge a present intention to terminate the employment of any factsofficer, circumstances key employee or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedingsgroup of employees.

Labor Relations. No labor dispute exists with respect to any of the employees, independent contractors or consultants of the Company or any of its Subsidiaries or, to the knowledge of the Company, is imminent with respect to any of the employees of the Companythreatened or imminent, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement. There has never been, and nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime, or other similar labor disruption or dispute affecting the Company and its Company, the Subsidiaries believe that or any of their relationships with their employees are goodemployees. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, Subsidiary is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its the Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its the Subsidiaries are in compliance with all Applicable Laws U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Except as set forth or contemplated in the Registration Statement or the Prospectus, the Company and each of the Subsidiaries (A) is in compliance, in all material respects, with Applicable Laws applicable foreign, federal, state and local laws, rules, regulations, statutes and codes promulgated by applicable governmental authorities (including pursuant to the Occupational Health and Safety Act or its foreign equivalentsAct) relating to the protection of human health and safety in the workplace (“Occupational Laws”); Laws”); (B) has received all Authorizations material permits, licenses or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations permit, license or approval. No Except as set forth or contemplated in the Registration Statement or the Prospectus, no action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries relating to Occupational Laws, and the Company does not have knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedings.

Labor Relations. (i) No material labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To No executive officer, to the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all Applicable U.S. federal, state, local and foreign Laws relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Neither the Company nor any Subsidiary has misclassified any person as an independent contractor, temporary employee, leased employee, volunteer or any other servant or agent compensated other than through reportable wages as an employee of the Company or any Subsidiary (each a “Contingent Worker”) and no Contingent Worker has been improperly excluded from any benefits plan and neither the Company nor any Subsidiary employs or engages any volunteer workers, paid or unpaid interns or any other unpaid workers. (ii) Neither the Company nor any current or former ERISA Affiliate has maintained, established, sponsored, participated in or contributed to any employee benefit plan that is a multiemployer plan (within the meaning of Section 3(37) or 4001(a)(3) of ERISA) (a “Multiemployer Plan”) or for which the Company or any Subsidiary could incur liability under Section 4063 or 4064 of ERISA (a “Multiple Employer Plan”). No employee benefit or other arrangement as to which the Company or any Subsidiary has any liability provides for or promises medical, dental, disability, hospitalization, life or similar benefits (whether insured or self-insured) to any current or former Service Provider following termination of employment or service with the Company and each of the Subsidiaries (Aother than coverage mandated by applicable Law). (iii) is Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby shall (either alone or in complianceconnection with the termination of employment or service of any employee, officer, director or independent contractor following, or in all material respectsconnection with, the transactions contemplated hereby): (i) entitle any current or former Service Provider to severance pay or benefits or any increase in severance pay or benefits upon any termination of employment or service with Applicable Laws the Company or any Subsidiary, (including ii) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, or increase the amount payable or trigger any other obligation pursuant to, any of the Plans to any current or former Service Provider or (iii) limit or restrict the Occupational Health and Safety Act right of the Company or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending any Subsidiary or, after the consummation of the transactions contemplated hereby, the Purchaser, to merge, amend or terminate any arrangement providing compensation or benefits. Except with respect to the Company’s knowledgecompensation and equity package for the Company’s current Chief Operating Officer, threatened against there are no arrangements in place that would result separately or in the Company aggregate (including, without limitation, as a result of this Agreement or any of its Subsidiaries relating to Occupational Laws, and the Company does not have knowledge transactions contemplated hereby) in the payment of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form “excess parachute payment” within the basis for or give rise to such actions, suits, investigations or proceedingsmeaning of Section 280G of the Code.

Labor Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, which could would reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing mattersmatters that would reasonably be expected to have a Material Adverse Effect. The Company and its Subsidiaries are in compliance with all Applicable Laws relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of the Subsidiaries (A) is are in compliance, in all material respects, with all Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has have received all Authorizations required permits, licenses or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted, except where the failure to obtain such permits, licenses or other approvals would not reasonably be expected to result in a Material Adverse Effect; and (C) is are in compliance, in all material respects, with all terms and conditions of such Authorizations required permits, licenses or approvalother approvals. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries relating to Occupational Laws, and the Company does not have knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that could would reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedings.

Labor Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all Applicable Laws U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of the Subsidiaries (A) is in compliance, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries relating to Occupational Laws, and the Company does not have knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedings.

Labor Relations. No labor dispute exists (a) Except for instances of noncompliance that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each Subsidiary of the Company is in compliance with all applicable Laws, Contracts and Authorizations to which it is a party relating to employment and employment practices, including wages, hours, collective bargaining, unemployment insurance, workers’ compensation, equal employment opportunity, classification of employees and contractors, age and disability discrimination, the payment withholding of Taxes and the termination of employment, including any obligations pursuant to the Worker Adjustment and Retraining Notification Act of 1988 and similar state or local Law. Each individual who currently provides services to the Company or any Subsidiary of the Company and who is classified as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and Tax reporting and exclusion from participation under the Company Benefit Plans) is properly so characterized, except for instances of noncompliance that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect there are no complaints, charges or claims against the Company or any Subsidiary of the Company pending or, to the knowledge of the Company, threatened to be brought or filed with any Governmental Entity based on, arising out of, in connection with, or otherwise relating to the employment of, or termination of employment by, the Company or any Subsidiary of the Company of any individual or of any provision of services to the Company or any Subsidiary of the Company by any individual. (c) Except as is imminent with respect set forth in Section 3.09(c) of the Company Disclosure Letter, neither the Company nor any Subsidiary of the Company is a party to any of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None collective bargaining agreement or other Contract with any labor organization or other representative of the Company’s or its Subsidiaries’ employees employees, nor is a member of a union that relates any such Contract presently being negotiated, nor, to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer are there any campaigns being conducted to solicit cards from employees of the Company or any Subsidiary, is, or is now expected to be, in violation the Subsidiaries of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company to authorize representation by any labor organization. There are no ongoing material labor strikes, material slowdowns, material work stoppages, picketing or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all Applicable Laws relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of the Subsidiaries (A) is in compliance, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is lockouts pending or, to the knowledge of the Company’s knowledge, threatened threatened, against the Company or any the Subsidiaries of the Company. (d) Since January 1, 2019, the Company and its Subsidiaries have not received or been involved in or been subject to any material written complaints, claims or Proceedings relating to Occupational Laws, and sexual harassment with respect to any management-level employee of the Company does not have knowledge of any facts, circumstances or developments relating to and its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedingsSubsidiaries.

Labor Relations. No labor dispute exists or, (a) The Company has made available to the knowledge Parent a complete list of all employees of the CompanyGroup Companies as of the date of this Agreement and, is imminent as applicable, their classification as exempt or non-exempt under the Fair Labor Standards Act, employer, title and/or job description, job location (city and state) and base compensation and any bonuses paid with respect to any the 2020 fiscal year; provided that such list may be anonymized in order to comply with Applicable Legal Requirements relating to the transfer or disclosure of personally identifiable information, data privacy, or otherwise. As of the date of this Agreement, all employees of the Group Companies are legally permitted to be employed by the Group Companies in the jurisdiction in which such employees are employed in their current job capacities. (b) No Group Company is a party to or negotiating any collective bargaining agreement with respect to employees of any Group Company, which could . (c) Except as would not reasonably be expected to result in material liabilities to the Group Companies, taken as a Material Adverse Effect. None of whole, since the Company’s inception, there have been no strikes, work stoppages, slowdowns, lockouts, arbitrations, or its Subsidiaries’ employees is a member of a union that relates material grievances or other labor disputes (including unfair labor practice charges, grievances, or complaints) pending, or, to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge Knowledge of the Company, threatened against or involving any Group Company. Since the Company’s inception, (i) no executive officer of the Company labor union or any Subsidiary, isother labor organization, or is now expected to be, in violation group of employees of any material term of any employment contractGroup Company, confidentiality, disclosure has made a written demand for recognition or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability certification with respect to any employees of any Group Company, and there are no representation or certification proceedings presently pending or, to the Knowledge of the foregoing matters. The Company, threatened to be brought or filed with the National Labor Relations Board or any similar labor relations tribunal or authority, (ii) to the Knowledge of the Company, there have been no pending or threatened union organizing activities with respect to employees of any Group Company, and (iii) there has been no actual or, to the Knowledge of the Company, threatened, material unfair labor practice charges against any Group Company. (d) As of the date hereof, there are no, and since the Company’s inception through the date hereof, there has been no, complaints, charges or claims against the Company and its Subsidiaries are pending or, to Knowledge of the Company, threatened before any Governmental Entity based on, arising out of, in compliance connection with all Applicable Laws or otherwise relating to employment and employment practicesthe employment, terms and conditions termination of employment and wages and hoursor failure to employ by any Group Company, of any individual, except where the failure to be in compliance could for those complaints, charges or claims which would not, individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole. (e) The Group Companies are, and since the Company’s inception through the date hereof, have been, in compliance in all material respects with all Legal Requirements relating to the employment of labor, including all such Legal Requirements relating to wages (including minimum wage and overtime), hours or work, child labor, discrimination, civil rights, withholdings and deductions, classification and payment of employees, independent contractors, and consultants, employment equity, the federal Worker Adjustment and Retraining Notification Act (“WARN”) and any similar state or local “mass layoff” or “plant closing” Legal Requirement, collective bargaining, occupational health and safety, workers’ compensation, and immigration, except for instances of noncompliance which would not, individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a Material Adverse Effectwhole. The Company There has been no “mass layoff” or “plant closing” (as defined by WARN) with respect to the Group Companies within the six months prior to the date of this Agreement and no such events are reasonably expected to occur prior to Closing. (f) Except as would not reasonably be expected to result in material liabilities to the Group Companies, taken as a whole, since the Company’s inception, (i) each of the Subsidiaries Group Companies has withheld all amounts required by Legal Requirements or by agreement to be withheld from the wages, salaries and other payments that have become due and payable to employees; (Aii) is each of the Group Companies has paid in compliancefull to all employees and individual independent contractors all wages, in all material respectssalaries, with Applicable Laws commissions, bonuses and other compensation due and payable to or on behalf of such employees and such individual independent contractors; (including pursuant iii) to the Occupational Health Knowledge of the Company, each individual who since the Company’s inception has provided or is providing services to any Group Company, and Safety Act has been classified as (y) an independent contractor, consultant, leased employee, or its foreign equivalentsother non-employee service provider, or (z) an exempt employee, has been properly classified as such under all Applicable Legal Requirements relating to the protection of human health wage and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conductedhour and Tax; and (Civ) is no Group Company has been liable for any arrears of wages, compensation or related Taxes, penalties, or other sums with respect to its employees. (g) To the Knowledge of the Company, no senior executive has provided oral or written notice, and no key employee of the Group Companies has provided written notice, of any present intention to terminate his or her relationship with any Group Company within the first twelve (12) months following the Closing. (h) Since the Company’s inception, there have been no material employment discrimination or employment harassment allegations made in compliancewriting raised, in all material respectsbrought, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending settled or, to the Knowledge of the Company’s knowledge, threatened against the Company or any of its Subsidiaries threatened, relating to Occupational Laws, and the Company does not have knowledge any appointed officer or director of any facts, circumstances Group Company involving or developments relating to its operations his or cost accounting practices her services provided to the Group Companies that could would reasonably be expected to form result in any material liability to the basis for Group Companies, taken as a whole. The policies and practices of the Group Companies comply in all material respects with all federal, state, and local Legal Requirements concerning employment discrimination and employment harassment, except as would not, individually or give rise in the aggregate, reasonably be expected to such actionsbe material to the Group Companies, suitstaken as a whole. (i) Except as would not reasonably be expected to result in material liabilities to the Group Companies, investigations taken as a whole, since the Company’s inception, (i) no Group Company has been party to any proceeding, order, dispute, or proceedingsclaim involving any joint employer or co-employer causes of action by any individual who was employed or engaged by a third party and providing services to any Group Company; and (ii) no Group Company has been deemed to be, or to the Knowledge of the Company alleged to be, in a joint-employment, co-employment, or similar relationship with any third party, with respect to any of the Group Company’s employees or individual independent contractors. (j) The execution and delivery of this Agreement and the other Transaction Agreements and the performance of this Agreement and the Transactions do not require the Company to seek or obtain any consent, engage in consultation with, or issue any notice to any unions or labor organizations.

Labor Relations. No labor dispute exists or, (a) (i) As of the date of this Agreement and (ii) as of any date subsequent to the knowledge date of the Company, is imminent with respect this Agreement except as would not reasonably be expected to any have a Company Material Adverse Effect: (x) none of the employees of the CompanyCompany or its Subsidiaries is represented by a union and, which could reasonably be expected to result in a Material Adverse Effect. None the Knowledge of the Company’s , no union organizing efforts have been conducted or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company threatened since June 30, 2012 or such Subsidiaryare being conducted or threatened, and (y) neither the Company nor any of its Subsidiaries is a party to a or negotiating any collective bargaining agreementagreement or other labor Contract, and (z) there is no pending and, to the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge Knowledge of the Company, there is no executive officer of the Company threatened material strike, picket, work stoppage, work slowdown or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject organized labor dispute affecting the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. Subsidiaries. (b) The Company and each of its Subsidiaries are in compliance with all Applicable applicable Laws relating to the employment and employment practicesof labor, terms and conditions of employment and wages and including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees, and the collection and payment of withholding and/or social security Taxes, except where the failure for such failures to be in compliance could not, individually or in the aggregate, as would not reasonably be expected to have a Company Material Adverse Effect. The Company and each of the Subsidiaries (A) is have paid in compliancefull to all employees or adequately accrued for in accordance with GAAP consistently applied all wages, in all material respectssalaries, with Applicable Laws (including pursuant commissions, bonuses, benefits and other compensation due to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions on behalf of such Authorizations employees and there is no claim with respect to payment of wages, salary or approval. No action, proceeding, revocation proceeding, writ, injunction overtime pay that has been asserted or claim is now pending or, or threatened before any Governmental Entity with respect to the Company’s knowledge, threatened against any persons currently or formerly employed by the Company or any of its Subsidiaries Subsidiary. Neither the Company nor any Subsidiary is a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to Occupational Lawsemployees or employment practices. There is no charge or proceeding with respect to a violation of any occupational safety or health standards that has been asserted or is now pending or threatened with respect to the Company. To the Company’s Knowledge 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, which has been asserted or is now pending or threatened before the United States Equal Employment Opportunity Commission, or any other Governmental Entity in any jurisdiction in which the Company or any Subsidiary has employed or employ any person. (c) Section 3.14(c) of the Company Disclosure Letter lists the name, place of employment, the current annual salary rates, bonuses, dates of employment and a description of the position of each current salaried employee, officer, director, consultant or agent of the Company and each Subsidiary whose annual cash compensation exceeded (or in 2013 is expected to exceed) $150,000 in 2011, 2012, and 2013. The Company has provided to MergerCo correct and complete copies of all documentation relating to any deferred or contingent compensation, pension, “golden parachute” and other like benefits paid or payable (in cash or otherwise) for the individuals listed in Section 3.14(c) of the Company does not have knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedingsDisclosure Letter.

Labor Relations. (a) No labor dispute exists oremployee of the Company or any of its Subsidiaries is represented by a union and, to the knowledge Knowledge of the Company, is imminent with respect to any of no union organizing efforts have been conducted within the employees of the Company, which could reasonably be expected to result in a Material Adverse Effectlast three years or are now being conducted. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither Neither the Company nor any of its Subsidiaries is a party to a any material collective bargaining agreement, agreement or other labor contract. Except as has not had and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now would not reasonably be expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all Applicable Laws relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could nothave, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries as of the date hereof has, or, to the Knowledge of the Company, is there now threatened, a strike, picket, work stoppage, work slowdown or other organized labor dispute. Except as has not had and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. The Company and each of the Subsidiaries , (Ai) there is in compliance, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act no pending charge or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened complaint against the Company or any of its Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Authority and (ii) none of the Company and its Subsidiaries is a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to Occupational Laws, employees or employment practices. (b) Except as has not had and the Company does would not have knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form have, individually or in the basis for aggregate, a Company Material Adverse Effect, (i) each of the Company and its Subsidiaries is in compliance with all applicable Laws relating to the employment of labor, hiring and termination of employees, the proper classification of employees and/or independent contractors, wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, wrongful discharge or give rise violation of rights of employees, former employees or prospective employees and the collection and payment of withholding or social security taxes and (ii) neither the Company nor any of its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or any similar state or local Law within the six months prior to such actions, suits, investigations or proceedingsthe date of this Agreement that remains unsatisfied. (c) Section 3.16 and this Section 3.17 constitute the exclusive representations and warranties of the Company with respect to the subject matters set forth in Section 3.16 and this Section 3.17.

Labor Relations. No labor dispute exists or, to the knowledge (a) Except as set forth in Schedule 4.12(a) of the CompanyCompany Disclosure Letter, is imminent with respect to any of except for matters that, individually or in the employees of the Companyaggregate, which could have not resulted or would not reasonably be expected to result in material liability to the Company and its Subsidiaries, taken as a Material Adverse Effect. None whole, (i) none of the Company or any of its Subsidiaries has engaged in any unfair labor practices since December 31, 2015; (ii) no unfair labor practice or labor charge or complaint is pending or, to the Knowledge of the Company’s or its Subsidiaries’ employees is a member of a union that relates , threatened with respect to such employee’s relationship with the Company or any of its Subsidiaries before the National Labor Relations Board, the Equal Employment Opportunity Commission or any other Governmental Authority, (iii) there is no grievance or arbitration proceeding arising out of or under collective bargaining agreements pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries. (b) Except as set forth in Schedule 4.12(b) of the Company Disclosure Letter (i) no material labor dispute, strike, slowdown, lockout or work stoppage is pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries and there has been no material labor dispute, strike, work stoppage or lockout in the previous three years; (ii) none of the Company or any of its Subsidiaries is a party to any collective bargaining agreement, Contract or similar agreement or understanding with any labor organization, labor union, works council, employee association, or other representative of any employees of the Company or any of its Subsidiaries (collectively, “Union”), nor is any such Subsidiary, agreement presently being negotiated by the Company nor any of its Subsidiaries and neither the Company nor any of its Subsidiaries is has a party duty or obligation pursuant to a collective bargaining agreementany Contract or applicable Law, and as the Company and its Subsidiaries believe that their relationships case may be, to bargain with their employees are good. To any Union; (iii) to the knowledge Knowledge of the Company, there is no executive officer union representation question existing with respect to the employees of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries Subsidiaries; and (iv) to any liability the Knowledge of the Company, (A) no organizational efforts with respect to the formation of a collective bargaining unit are presently being made or threatened, involving employees of the Company or any of its Subsidiaries, and (B) there have been no such organizational efforts in the foregoing matters. The previous three (3) years. (c) Except for matters that, individually or in the aggregate, have not resulted or would not reasonably be expected to result in material liability to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are in compliance with all Applicable Laws relating to the hiring, promotion, assignment, and termination of employees, including the Worker Adjustment and Retraining Notification Act; discrimination; harassment; retaliation; equal employment and employment practices, terms and conditions of employment and opportunities; disability; labor relations; wages and hours; profit sharing obligations, except where social security and housing contributions; the failure Fair Labor Standards Act, and applicable state and local wage and hour Laws (collectively, the “FLSA”); immigration; workers’ compensation; employee benefits; classification of employees under the FLSA; background and credit checks; occupational safety and health; family and medical leave; data privacy and data protection; and any bargaining or other obligations under the National Labor Relations Act and the Labor-Management Relations Act, and (ii) none of the Company or any of its Subsidiaries has classified an individual as an “independent contractor” or of similar status who, according to be in compliance could nota Company Plan or Applicable Law, should have been classified as an employee or of similar status. (d) Neither the Company nor any of its Subsidiaries is a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to employees or employment practices. Except for matters that, individually or in the aggregate, have not resulted or would not reasonably be expected to have a Material Adverse Effect. The result in material liability to the Company and each its Subsidiaries, taken as a whole, none of the Company, any of its Subsidiaries (A) is in compliance, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or any of its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) or their executive officers has received all Authorizations within the past three (3) years any notice of intent by any Governmental Authority responsible for the enforcement of labor or other approvals required of it under applicable Occupational employment Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, an investigation relating to the Company’s knowledge, threatened against the Company or any of its Subsidiaries relating and, to Occupational Lawsthe Knowledge of the Company, no such investigation is in progress. (e) As of the date hereof, (i) no member of the Company’s Executive Committee, the members of which are set forth on Schedule 4.12(e) of the Company Disclosure Letter, has given written notice to the Company that such employee intends to terminate his or her employment, and (ii) the Company does not have knowledge any plans or intentions to terminate any such person. (f) The Company and each of its Subsidiaries has promptly, thoroughly and impartially investigated all sexual harassment allegations of which it is or was made aware. With respect to each such allegation with potential merit, the Company or its Subsidiary has taken prompt corrective action that is reasonably calculated to prevent further harassment. The Company does not reasonably expect any facts, circumstances or developments relating material liability with respect to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to any such actions, suits, investigations or proceedingsallegations.

Labor Relations. No (a) Other than the Chapter 11 Cases and any adversary proceedings or contested motions commenced in connection therewith, there is no labor dispute exists or employment-related Legal Proceeding pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, by or on behalf of any of their respective employees or such employees’ labor organization, works council, workers’ committee, union representatives or any other type of employees’ representatives appointed for collective bargaining purposes (collectively “Employee Representatives”), or by any Governmental Unit, that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) Neither the Company nor any of its Subsidiaries is imminent or in the past two (2) years has been a party to or subject to, or is currently negotiating in connection with entering into, any Collective Bargaining Agreement, and there has not been any union organizing efforts, petitions or other unionization activity seeking recognition of a collective bargaining unit relating to the Company or any of its Subsidiaries in the past two (2) years. There is no strike, slowdown, concerted work stoppage, picketing, lockout, material labor dispute or, to the knowledge of the Company, threat thereof, by or with respect to any employees of the employees Company or any of its Subsidiaries, and, to the knowledge of the Company, which could there has not been any such action within the past two (2) years. Except as has not had and would not reasonably be expected to result have, individually or in the aggregate, a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party subject to a collective bargaining agreementany obligation (whether pursuant to Law or Contract) to notify, inform and/or consult with, or obtain consent from, any Employee Representative regarding the transactions contemplated by this Agreement prior to entering into this Agreement. (c) The Company and each of its Subsidiaries are, and within the past two (2) years have been, in compliance with all applicable Laws relating to labor and employment, including those relating to payment of their obligations to all employees of the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries in respect of all wages, salaries, fees, commissions, bonuses, overtime pay, holiday pay, sick pay and all other compensation, remuneration and emoluments due and payable to any liability with respect to any of the foregoing matters. The Company such employees under Law, and its Subsidiaries are in compliance with all Applicable Laws those relating to employment and employment practiceslabor management relations, terms and conditions of employment and wages and hours, employee classification, discrimination, sexual harassment, civil rights, affirmative action, work authorization, immigration, safety and health, information privacy and security and workers compensation, except where in each case to the failure extent that any noncompliance does not constitute or would not reasonably be expected to be in compliance could notconstitute, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Effect and, for the avoidance of doubt, except for any payments that are not permitted by the Bankruptcy Court or the Bankruptcy Code. (d) The Company and each of its Subsidiaries are, and within the Subsidiaries past two (A2) is in complianceyears have been, in all material respectscompliance with the Worker Adjustment and Retraining Notification Act and any comparable Law and have no liabilities or other obligations thereunder, with Applicable Laws (including pursuant except to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against the Company or extent that any of its Subsidiaries relating to Occupational Laws, and the Company noncompliance does not have knowledge of any facts, circumstances constitute or developments relating to its operations or cost accounting practices that could would not reasonably be expected to form constitute, individually or in the basis for or give rise to such actionsaggregate, suits, investigations or proceedingsa Material Adverse Effect.

Labor Relations. No labor dispute exists (a) As of the date hereof, there is no pending or, to the knowledge of the Company, is imminent with respect to any threatened union organizational campaign effort, collective bargaining negotiations, bargaining impasse, implementation of the employees of the Companyfinal offer, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s labor dispute, grievance or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with arbitration matter, economic or unfair labor practice strike, boycott, work stoppage, slowdown, work-to-rule or intermittent strike against the Company or such Subsidiaryany of its subsidiaries, (b) no lockout is in effect and (c) no permanent or temporary strike replacements are currently employed at any facility of the Company or any subsidiary. Except as set forth in Section 4.13 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreementsubsidiaries, nor their respective representatives or employees, has committed any unfair labor practices in connection with the operation of the respective businesses of the Company or any of its subsidiaries, and the Company and its Subsidiaries believe that their relationships with their employees are good. To there is no pending or, to the knowledge of the Company, no executive officer of the Company or any Subsidiarythreatened charge, iscomplaint, or is now expected to bedecision, in violation of any material term of any employment contractorder, confidentialitynotice-posting requirement, disclosure or proprietary information settlement agreement or non-competition agreement, injunctive action or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject order against the Company or any of its Subsidiaries subsidiaries by the National Labor Relations Board or any similar governmental or adjudicatory agency or court, except for such as would not be reasonably likely to any liability with respect to any have a Material Adverse Effect. Except as set forth in Section 4.13 of the foregoing matters. The Company Disclosure Schedule, the Company and its Subsidiaries subsidiaries have in the past been and are in compliance in all respects with all Applicable Laws relating to employment applicable collective bargaining agreements and laws respecting employment, employment practices, labor relations, safety and health, wages, hours and terms and conditions of employment and wages and hoursemployment, except where the failure to for such noncompliance as would not be in compliance could not, individually or in the aggregate, reasonably be expected likely to have a Material Adverse Effect. The Company and each of the Subsidiaries (A) its subsidiaries is in compliance, in material compliance with all material respects, with Applicable Laws (including pursuant to laws concerning the Occupational Health classification of employees and Safety Act or its foreign equivalents) relating to the protection independent contractors and has properly classified all such persons for purposes of human health and safety participation in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws Benefit Plans, except for such noncompliance as would not be reasonably likely to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approvalhave a Material Adverse Effect. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against Neither the Company or nor any of its Subsidiaries relating to Occupational Lawssubsidiaries has experienced within the past 12 months a "plant closing" or "mass layoff" within the meaning of the Worker Adjustment and Retraining Notification Act, and 29 U.S.C. Sections 2101 et seq. Section 4.13 of the Company does not have knowledge Disclosure Schedule also sets forth the aggregate number of any factsemployees who work for the Company and its subsidiaries as of the date hereof, circumstances specifying the number of such employees who belong to a union or developments relating to its operations are otherwise covered by an employment agreement or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedingsa collective bargaining agreement.

Labor Relations. No labor dispute exists orExcept as set forth in the Prospectus Supplement, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and (i) neither the Company nor any of its Subsidiaries is a party to a or bound by any collective bargaining agreement, or any similar agreement, (ii) no such agreement is being negotiated by the Company or any of the Subsidiaries, and (iii) no labor union or any other employee representative body has requested or, to the knowledge of the Company, has sought to represent any of the employees of the Company or its Subsidiaries. To the knowledge of the Company, there has been no labor organization activity involving any employees of the Company or any of its Subsidiaries. Since January 1, 2020, there has been no actual or, to the knowledge of the Company, threatened strike, slowdown, work stoppage, lockout or other material labor dispute against or affecting the Company or any Subsidiary of the Company. Each of the Company and its Subsidiaries believe (i) are, and have been during the last three years, in compliance with all applicable laws respecting labor and employment including, but not limited to, all Laws respecting terms and conditions of employment, health and safety, wages and hours, holiday pay and the calculation of holiday pay, working time, employee classification (with respect to both exempt vs. non-exempt status and employee vs. independent contractor and worker status), child labor, immigration, employment discrimination, disability rights or benefits, equal opportunity and equal pay, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues and unemployment insurance, and (ii) have withheld and reported all amounts required by any legal requirement to be withheld and reported with respect to wages, salaries and other payments or compensation to any Company employee or other service provider, and (iii) have no liability for any arrears of wages or any penalty for failure to comply with any of the foregoing, except in each case of prongs (i)-(iii) where failure to comply would not reasonably be expected to result, individually or in the aggregate, in Material Adverse Effect on the Company or its Subsidiaries, taken as a whole. During the last three years, the Company and its Subsidiaries have not received (i) notice of any unfair labor practice charge or material 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 material 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 their relationships such investigation is in progress, or (v) notice of any material complaint, lawsuit or other proceeding pending or 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 agreement or contract of employment, any applicable law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with their employees are goodthe employment relationship. To the knowledge of the Company, no executive officer present or former employee, worker or independent contractor of the Company or any Subsidiary, is, or of the Subsidiaries is now expected to be, in material violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or (i) any restrictive covenant in favor of any third partycovenant, and the continued employment of each such executive officer does not subject nondisclosure obligation or fiduciary duty to the Company or any of its the Subsidiaries or (ii) any restrictive covenant or nondisclosure obligation to a former employer or engager of any liability with respect such individual relating to (A) the right of any such individual to work for or provide services to the Company or any of the foregoing mattersSubsidiaries or (B) the knowledge or use of Trade Secrets (defined as Company’s and the Subsidiaries’ confidential and proprietary information, whether oral or written, including ideas, designs, concepts, compositions, compilations of information, formulas, patterns, program, device, methods, methodologies, techniques, procedures, processes and other know-how, whether or not patentable, including all writings, memoranda, copies, reports, papers, surveys, analyses, drawings, letters, computer printouts, computer programs, computer applications, tools, specifications, business methods, business processes, business techniques, business plans, data (including customer data and technical data), graphs, charts, sound recordings and pictorial reproductions) or proprietary information. The Since January 1, 2020, the Company and its Subsidiaries are have not engaged in compliance with all Applicable Laws layoffs, furloughs or employment terminations sufficient to trigger application of the Workers’ Adjustment and Retraining Notification Act or any similar state or local law relating to employment group terminations or effected any broad-based salary or other compensation or benefits reductions, in each case, whether temporary or permanent. To the knowledge of the Company, (i) no allegations of harassment, discrimination or misconduct have been made against any officer or director of the Company or its Subsidiaries, and employment practices(ii) the Company and its Subsidiaries have not entered into any settlement agreement or conducted any investigation related to allegations of harassment, terms and conditions discrimination or misconduct by a director, officer, employee, contractor or other agent of employment and wages and hours, except where the failure Company or its Subsidiaries. Except as would not reasonably be expected to be in compliance could notresult, individually or in the aggregate, reasonably be expected in material liability to have a Material Adverse Effect. The Company and each of the Subsidiaries (A) is in compliance, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries relating to Occupational LawsSubsidiaries, the Company is, and for the Company does not have knowledge last three years has been, in compliance in all respects with the requirements of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedingsImmigration Reform Control Act of 1986.

Labor Relations. No labor dispute exists or(a) Except for the Contracts listed on Schedule 4.14(a) (the “Company Labor Agreements”), to the knowledge as of the Companydate of this Agreement, is imminent with respect to any of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a any collective bargaining agreementagreement or other agreement with a labor union, works council or other similar organization. The Company has made available to Buyer accurate and complete copies of each Company Labor Agreement listed on Schedule 4.14(a). (b) To the knowledge of the Company, as of the date of this Agreement, there are no material activities or proceedings by any individual or group of individuals, including representatives of any labor organizations or labor unions, to organize any employees of the Company or any of its Subsidiaries. Neither the execution and delivery of this Agreement, shareholder or other approval of this Agreement and the consummation of the transactions contemplated by this Agreement could, either alone or in combination with another event, will entitle any labor organization or Governmental Authority to any material payments under any of the Company Labor Agreements, and the Company and its Subsidiaries believe that their relationships are in compliance in all material resects with their employees are good. To obligations pursuant to all notification and bargaining obligations arising under any Company Labor Agreements. (c) As of the date hereof, there is no strike, lockout, slowdown, work stoppage or other material labor dispute, arbitration or grievance pending or, to the knowledge of the Company, no executive officer of the Company or any Subsidiarythreatened, is, or is now that would reasonably be expected to be, interfere in violation of any material term respect with the respective business activities of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries Subsidiaries. Except as, individually or in the aggregate, would not reasonably be expected to any liability with respect to any have a Material Adverse Effect on the Company, as of the foregoing mattersdate hereof, there is no unfair labor practice charge pending or, to the knowledge of the Company, threatened before a Governmental Authority. The Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company, each of the Company and its Subsidiaries are is in compliance with the Company Labor Agreements and all Applicable applicable Laws relating to respecting labor, employment and employment practices, terms and conditions of employment and employment, sexual harassment, wages and hours, except where and occupational safety and health. Neither the failure Company nor any of its Subsidiaries has incurred any material liability or obligation under the Worker Adjustment and Retraining Notification Act and the regulations promulgated thereunder or any similar state or local Law that remains unsatisfied. (d) The Contracts listed on Schedule 4.14(d) include all individual written employment, retention, change in control, transaction bonus or severance agreements to be in compliance could notwhich, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each as of the date of this Agreement, either the Company or one of its Subsidiaries is a party with respect to any current employee and which may not be terminated at will, or by giving notice of 90 days or less, without cost or penalty (A) is in compliance, in all material respects, with Applicable Laws (including other than pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledgeseverance policies identified on Schedule 4.13). The Company has delivered or made available to Buyer or its representatives true and complete copies of each such Contract. Notwithstanding the foregoing, threatened against no employment agreement need be set forth in Schedule 4.14(d) or disclosed to Buyer if such employment agreement (i) relates to an employee who is not an officer of the Company Company, (ii) is in all material respects in a form that is identified in Schedule 4.14(d) and (iii) provides for a severance or any notice period of its Subsidiaries relating to Occupational 90 days or less (other than as required by applicable Laws, and the Company does not have knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedings).

Labor Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all Applicable Laws federal, state, provincial, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of the Subsidiaries (A) is in compliance, in all material respects, with Applicable Laws all United States (federal, state and local) and foreign statutes, rules, regulations, codes, treaties, or guidance applicable to the Company or the Subsidiaries (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries relating to Occupational Laws, and the Company does not have knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedings.

Labor Relations. No (a) There are no collective bargaining or similar Contracts with any labor dispute exists union, labor organization, or works council (each, a “Labor Agreement”) to which the Company or any of the Company Subsidiaries is a party or by which the Company or any of the Company Subsidiaries is bound. None of the employees of the Company or the Company Subsidiaries is represented by any union with respect to their employment by the Company or the Company Subsidiaries. (b) The Company and the Company Subsidiaries have not experienced any labor disputes, strikes, work stoppages, slowdowns, lockouts or union organization attempts concerning any employees of the Company. There is no unfair labor practice charge or complaint or other Proceeding presently pending or, to the knowledge of the Company, is imminent with respect to threatened against the Company or either Company Subsidiary before the National Labor Relations Board or any of the employees of the Companyequivalent state or local Governmental Entity, which could in each case, that has resulted in, or would reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all Applicable Laws relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could nothave, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect, the Company has been in compliance with all applicable Laws relating to labor and employment, including those relating to wages and hours (including the classification of independent contractors and exempt and non-exempt employees), harassment, discrimination, retaliation, whistleblowing, disability rights or benefits, equal opportunity, plant closures and layoffs (including the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar Laws), employee trainings and notices, workers’ compensation, labor relations, paid time off and other employee leave requirements, working conditions, wage deductions, COVID-19, affirmative action, unemployment insurance, benefits, labor and the Immigration and Nationality Act, 8 U.S.C. Sections 1101 et seq. and its implementing regulations. (d) All employees of the Company and the Company Subsidiaries are employed on an “at-will” basis and their employment can be terminated at any time for any reason without any material amounts being owed to such individual other than with respect to wages accrued before termination. The relationships with all individuals who act on their own as contractors or as other service providers can be terminated for any reason with no greater than 30 days’ prior written notice, without any amounts being owed to such individuals, other than with respect to payments earned before the notice of termination. As of the Agreement Date, no employee is on disability or other leave of absence, other than administrative or short-term absences of less than three weeks. Since January 1, 2020, the Company and each the Company Subsidiaries have not sponsored any employee for, or otherwise knowingly engaged any employee working pursuant to, a non-immigrant visa. (e) All individuals who perform services for the Company and who have been classified as other than employees have been properly classified. All employees of the Company and the Company Subsidiaries (A) is in compliance, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety are employed in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required United States, and none of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all the written terms and conditions of such Authorizations or approval. No actiontheir employment provide for the application of the Law of any jurisdiction other than the United States. (f) The Company has made available to Parent a true and complete list of (i) the name of each officer and employee of the Company and the Company Subsidiaries, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against (ii) each other individual who has accepted an offer of employment made by the Company or any the Company Subsidiaries but whose employment has not yet commenced and (iii) the names of its Subsidiaries relating each other individual to Occupational Lawswhom an offer of employment is outstanding by the Company or the Company Subsidiaries, in each case, as of the Agreement Date, together with each such individual’s actual or offered position or function, title, date of hire, location, status as active or inactive and as a U.S. citizen or lawful permanent resident, immigrant or non-immigrant visa status, base pay, bonus target, whether such position is exempt or non-exempt, leave status and expected return to work date. (g) The Company has made available to Parent a complete and accurate copy of each material written personnel policy and material written personnel rule or procedure generally applicable to employees of the Company and the Company does not have knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedingsSubsidiaries.

Labor Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or Company, such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any SubsidiaryCompany, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing mattersmatters that would reasonably be expected to have a Material Adverse Effect. The Company and its Subsidiaries are in compliance with all Applicable Laws relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of the Subsidiaries (A) is in compliance, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations authorizations or approval; except, in each case, where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries relating to Occupational Laws, and the Company does not have knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedings.

Labor Relations. No labor dispute exists or(a) The Company is not a party to, to the knowledge of the Companyand has no obligations under, is imminent with respect to any of the employees of the Companycollective bargaining agreement or other agreement, which could reasonably be expected to result unexpired, or expired in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with circumstances where the Company or such Subsidiary, and neither has a continuing statutory obligation to maintain the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all Applicable Laws relating to employment and employment practices, existing terms and conditions of employment as specified in the expired contract, with any labor organization governing wages, hours or other terms and wages conditions of employment of any current employees of the Company at any facility currently operated by the Company in the United States and hoursCanada, except where the failure to be in compliance could notthat is, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole; (b) there are no current organizational activities, demands for recognition or petitions for representation by a labor organization seeking to represent employees of the Company or any Subsidiary that would reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. The Company and each ; (c) no grievance, arbitration, litigation, complaint or charge, or, to the Knowledge of the Subsidiaries (A) is in complianceCompany, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) investigations relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations labor or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim employment matters is pending or, to the Knowledge of the Company’s knowledge, threatened against the Company or any of its Subsidiaries relating to Occupational Lawswhich, and the Company does except as would not have knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form have, individually or in the basis for aggregate, a Company Material Adverse Effect; (d) the Company and each of its Subsidiaries has complied and is in compliance in all respects with all applicable laws (domestic and foreign), agreements, contracts, and policies relating to employment, employment practices, wages, hours, and terms and conditions of employment and is not engaged in any unfair labor practice as defined by the National Labor Relations Board (or give rise any foreign equivalent), in each case except where the failure to such actionscomply would not reasonably be expected to have, suitsindividually or in the aggregate, investigations a Company Material Adverse Effect; and (e) the Company has complied and is in compliance in all material respects with its obligations pursuant to the Worker Adjustment and Retraining Notification Act of 1988 ("WARN Act") (and any similar state or proceedingslocal law) to the extent applicable, and all material other employee notification and bargaining obligations arising under any collective bargaining agreement or statute, in each case except to the extent the failure to comply would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Labor Relations. No labor dispute exists orThe Company has complied with all applicable laws, rules and regulations relating to the knowledge employment of the Companylabor, including those related to wages, hours and payment of withholding taxes. The Company has withheld all amounts required by law or agreement to be withheld from wages or salaries of its employees and is imminent not liable for any arrearage of wages or any taxes or penalties for failure to comply with respect to any of the foregoing. The Company has no labor troubles and there are no strikes, work stoppages, slowdowns, threatened labor unrest or any unfair labor practices, charges of unlawful employment practices under federal or local equal employment opportunity laws and similar regulations, or other material controversies pending or threatened between itself and any of its employees; and no union represents, or in the past twelve (12) months has demanded or requested, to represent or is currently attempting to represent, any of its employees. The Company has not promulgated any policy or entered into any agreement relating to the payment of severance pay, vacation pay or sick leave to employees now employed by them or whose employment may be terminated or suspended, voluntarily or otherwise. Neither the Company nor the Buyer shall be responsible for continuing any employment, agency, sales representative or similar contract or relationship with any Company employee or any other person, except that the Company shall continue the employment of those individuals set forth in Exhibit H at their present salaries as set forth in Exhibit H and shall also continue the employment of the Companyfollowing: (i) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, which could reasonably be expected President (ii) ▇▇▇▇▇ ▇▇▇▇▇, Chief Financial Officer (iii) ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Chief Operating Officer (iv) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Materials Manager on terms mutually satisfactory pursuant to result in a Material Adverse Effect. None of employment agreements (measured from the Company’s or its Subsidiaries’ employees is a member of a union that relates Closing Date) as attached to such employee’s relationship H. These persons agree not to compete with the Company or such Subsidiary, as otherwise provided in the non-compete provisions of their respective employment agreements which are made a part hereof and neither which non-compete provisions are an inducement to the Company nor any Buyer to enter into this Agreement and proceed with the purchase of its Subsidiaries is a party to a collective bargaining agreement, the Shares and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all Applicable Laws relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of the Subsidiaries (A) is in compliance, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries relating to Occupational Laws, and the Company does not have knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedingstransactions contemplated herein.

Labor Relations. No labor dispute exists or(a) (i) Neither the Company nor any Company Subsidiary is a party to, and has no obligations under any collective bargaining agreement with any party relating to the knowledge compensation or working conditions of any of the Company or Company Subsidiaries’ employees; (ii) neither the Company nor any Company Subsidiary is obligated under any agreement to recognize or bargain with any labor organization or union on behalf of its employees; (iii) to the Knowledge of the Shareholder and the Company, is imminent with respect to as of the date hereof, there are no union organizational or representational activities underway among any of the employees of the Company or any Company Subsidiary; and (iv) as of the date hereof, neither the Company nor any Company Subsidiary has been charged or, to the Knowledge of the Shareholder and the Company, threatened with a charge of any unfair labor practice. As of the date hereof, there are no existing or, to the Knowledge of the Shareholder and the Company, threatened labor strikes, slowdowns, work stoppages, disputes or grievances affecting or which could reasonably be expected to result in a Material Adverse Effect. None affect operations at the Company or deliveries from or into any of the Company’s or any Company Subsidiary’s facilities. (b) To the Company’s or the Shareholder’s Knowledge, neither the Company nor any Company Subsidiary has committed any act or failed to take any required action with respect to any of its Subsidiaries’ employees is which has resulted in a member violation of a union that relates any Laws of the United States, any state or city or municipality thereof, or any other relevant jurisdiction relating to such employee’s relationship with the employment of labor, including, but not limited to: (i) ERISA, or similar legislation as it affects any employee benefit or welfare plan of the Company or any Company Subsidiary; (ii) the Immigration Reform and Control Act of 1986; (iii) the National Labor Relations Act, as amended; (iv) Title VII of the Civil Rights Act of 1964, as amended; (v) the Occupational Safety and Health Act; (vi) Executive Order 11246; (vii) the Fair Labor Standards Act; (viii) the Rehabilitation Act of 1973; (ix) the Age Discrimination in Employment Act; (x) the Americans With Disabilities Act of 1990; (xi) the Family and Medical Leave Act of 1993; (xii) the Equal Pay Act of 1963; and (xiii) all regulations under such Subsidiaryacts described in the preceding clauses (i) through (xii) inclusive, except for any such act or omission as could not reasonably be expected to have a Company Material Adverse Effect. To the Knowledge of the Shareholder and the Company, the Company and each Company Subsidiary have withheld all amounts required by Law, regulation or agreement to be withheld from the wages or salaries of its employees, and neither the Company nor any Company Subsidiary is liable for any arrearage of its Subsidiaries is wages or Taxes or penalties that are material to the Company taken as a party whole, for failure to a collective bargaining agreementcomply with any of the foregoing. (c) There are no claims, petitions, charges, complaints, proceedings, or demands which are pending against the Company or any Company Subsidiary, or, to the Knowledge of the Shareholder and the Company, which are threatened, alleging any violation of any of the Laws of the United States, any state, city or municipality thereof, or any other relevant jurisdiction relating to the employment of labor, including, but not limited to, those referred to in Section 3.28(b). (d) To the Knowledge of the Shareholder and the Company, all employees of the Company and its Subsidiaries believe that each Company Subsidiary are lawfully authorized to work in the United States or their relationships with their employees are good. respective other employment locations under all applicable federal, state, or local immigration Laws. (e) To the knowledge Knowledge of the Shareholder and the Company, no executive officer or Key Employee of the Company or any Subsidiary, is, Company Subsidiary has provided notice of termination or is now expected an intention to be, in violation of any material term of any terminate his or her employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject with the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all Applicable Laws relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of the Subsidiaries (A) is in compliance, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries relating to Occupational Laws, and the Company does not have knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedingsSubsidiary.

Labor Relations. No (a) Except as disclosed on SCHEDULE 3.28, (i) there are no collective bargaining agreements or other labor dispute exists orunion contracts applicable to any employees to or by which the Company or any Subsidiary is a party or is bound, no such agreement or contract has been requested by any employee or group of employees of the Company or any Subsidiary, and no discussions have occurred with respect thereto by management of the Company or any Subsidiary with any such employees; (ii) no employees of the Company or any Subsidiary are represented by any labor organization, collective bargaining representative, or group of employees; (iii) no labor organization, collective bargaining representative, or group of employees claims to represent a majority of the employees of the Company or any Subsidiary in an appropriate unit of the Company or any Subsidiary; (iv) neither the Company nor any Subsidiary is aware of or involved with any representational campaign or other organizing activities by any union or other organization or group seeking to become the collective bargaining representative of any of its employees; (v) neither the Company nor any Subsidiary is obligated to bargain collectively with respect to wages, hours, and other terms and conditions of employment with any recognized or certified labor organization, collective bargaining representative, or group of employees; and (vi) neither the Company nor any Subsidiary has experienced or is aware of any strikes, work stoppages, work slowdowns, or lockouts or any threats thereof by or with respect to any of its employees. (b) To the best knowledge of the Company, is imminent the Company and the Subsidiaries are in compliance in all material respects with all Applicable Laws pertaining to employment and employment practices and wages, hours, and other terms and conditions of employment in respect of their respective employees and have no accrued liability for any arrears of wages or any Taxes or penalties for failure to comply with any of thereof. To the employees best knowledge of the Company, which could reasonably be expected the Company and the Subsidiaries are not engaged in any unfair labor practices or unlawful employment practices. There is no pending or, to result in a Material Adverse Effect. None the best knowledge of the Company’s , threatened Proceeding against or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with involving the Company or such Subsidiaryany Subsidiary by or before, and neither the Company nor any Subsidiary is subject to any judgment, order, writ, injunction, or decree of its Subsidiaries is a party to a collective bargaining agreementor inquiry from, and the Company and its Subsidiaries believe that their relationships National Labor Relations Board, the Equal Employment Opportunity Commission, the Department of Labor, or any other Governmental Entity in connection with their employees are good. To the knowledge of the Companyany current, no executive officer former, or prospective employee of the Company or any Subsidiary, is, or is now expected to be, in violation . (c) The Company believes that relations with the employees of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, the Company and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all Applicable Laws relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of the Subsidiaries (A) is in compliance, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries relating to Occupational Laws, and the Company does not have knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedingssatisfactory.

Labor Relations. No labor dispute exists or, to Neither the knowledge of the Company, is imminent with respect to Company nor any of its Subsidiaries is engaged in any unfair labor practice except for matters which would not, individually or in the aggregate, have a Material Adverse Effect. There is (A) no unfair labor practice complaint pending or threatened against the Company or any of its Subsidiaries before the National Labor Relations Board, and no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending or threatened, (B) no strike, labor dispute, slowdown or stoppage pending or threatened against the Company or any of its Subsidiaries and (C) no union representation dispute currently existing concerning the employees of the CompanyCompany or any of its Subsidiaries, which could reasonably be expected and (ii) (A) no union organizing activities are currently taking place concerning the employees of the Company or any of its Subsidiaries and (B) there has been no violation of any federal, state, local or foreign law relating to result discrimination in a Material Adverse Effectthe hiring, promotion or pay of employees or any applicable wage or hour laws. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge No executive officer (as defined in Rule 501(f) of the Company, no Securities Act) of the Company or any Subsidiary of the Company has notified the Company or any such Subsidiary that such officer intends to leave the Company or any such Subsidiary or otherwise terminate such officer’s employment with the Company or any such Subsidiary. No executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, party and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all Applicable Laws U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of the Subsidiaries (A) is in compliance, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries relating to Occupational Laws, and the Company does not have knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedings.

Labor Relations. No There are no collective bargaining agreements, labor dispute exists union contracts, trade union agreements or other works council agreements to which the Company or any of its Subsidiaries is a party or by which any of them is bound. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, since the Lookback Date, neither the Company nor any of its Subsidiaries has encountered any labor union organizing activity, or had any actual or, to the knowledge of the Company, threatened employee strikes, work stoppages, slowdowns or lockouts and, to the knowledge of the Company, no labor union organizing activity, strike, work stoppage, slowdown or lockout is imminent with respect to any threatened. As of the date of this Agreement, (i) none of the employees of the CompanyCompany or any of its Subsidiaries is represented by any labor union, which could works council or similar organization with respect to his or her employment by the Company or such Subsidiary and (ii) the Company and its Subsidiaries do not have any obligation to inform or consult with any such employees or their representatives in respect of the Merger or the other transactions contemplated by this Agreement with respect to any such organization. Except as would not reasonably be expected to result have, individually or in the aggregate, a Material Adverse Effect. None , each of the Company’s or Company and its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such SubsidiarySubsidiaries is, and since the Lookback Date has been, in compliance with all applicable Laws and Judgments relating to labor relations, employment and employment practices, including occupational safety and health standards, terms and conditions of employment, payment of wages, classification of employees, immigration, visa, work status, human rights, pay equity and workers’ compensation, and is not, and since the Lookback Date has not, engaged in any unfair labor practice. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation has received notice of any material term of any employment contract, confidentiality, disclosure unfair labor practice charge or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject complaint against the Company or any of its Subsidiaries that is pending or, to any liability with respect to any the knowledge of the foregoing mattersCompany, threatened, in each case before the National Labor Relations Board or any comparable Governmental Entity. The Since the Lookback Date, (i) no allegations of sexual harassment, misconduct, discrimination or retaliation have been made against any employee of the Company and or its Subsidiaries with the title of Director or above through the Company’s anonymous employee hotline or any formal human resources communication channels at the Company, and (ii) there are in compliance with all Applicable Laws relating no actions, suits, or to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each knowledge of the Subsidiaries (A) is in complianceCompany, in all material respectsinvestigations by any Governmental Entity or proceedings before any Governmental Entity, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against related to any allegations of sexual harassment, misconduct, discrimination or retaliation by any employee of the Company or any of its Subsidiaries relating to Occupational Laws, and with the Company does not have knowledge title of any facts, circumstances Director or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedingsabove.

Labor Relations. Except as set forth in Section 4.20 of the Disclosure Schedule: (a) To the knowledge of the Company and the Controlling Stockholders, no condition or state of facts or circumstances exists related to the consummation of the transactions contemplated by this Agreement which could adversely affect the Company's or any Company Subsidiary's relations with its employees. (b) The Company and each Company Subsidiary is in compliance in all material respects with all applicable Laws, agreements and contracts relating to employment, termination of employment, employment practices, wages, hours, collective bargaining, immigration, disability, civil rights, safety and health, workers' compensation and pay equity, or otherwise relating to the terms and conditions of employment, including, but not limited to, any obligation to engage in affirmative action, all Laws relating to employee compensation matters, and any obligation of the Company or a Company Subsidiary to file all appropriate forms (including Immigration and Naturalization Service Form I-9) required by any relevant Governmental Authority. (c) No collective bargaining agreement with respect to the business of the Company or any Company Subsidiary is currently in effect or being negotiated. Neither the Company nor any Company Subsidiary has encountered any labor dispute exists union or collective bargaining organizing activity with respect to its employees, provided that, for periods prior to October 29, 1996, the foregoing representation and warranty is made to the Company's and the Controlling Stockholders' knowledge. Neither the Company nor any Company Subsidiary has any obligation to negotiate any such collective bargaining agreement, and, to the knowledge of the Company and the Controlling Stockholders, there is no indication that the employees of the Company or any Company Subsidiary desire to be covered by a collective bargaining agreement. (d) There are no strikes, slowdowns, work stoppages or other labor trouble pending or, to the knowledge of the CompanyCompany and the Controlling Stockholders, is imminent threatened with respect to any of the employees of the CompanyCompany or any Company Subsidiary, which could reasonably be expected to result in a Material Adverse Effect. None nor has any of the above occurred or, to the knowledge of the Company and the Controlling Stockholders, been threatened, provided that, for periods prior to October 29, 1996, the foregoing representation and warranty is made to the Company’s 's and the Controlling Stockholders' knowledge. (e) There is no representation claim or its Subsidiaries’ petition pending before the National Labor Relations Board or any state or local labor agency and, to the knowledge of the Company or the Controlling Stockholders, no question concerning representation has been raised or threatened respecting the employees of the Company or any Company Subsidiary, provided that, for periods prior to October 29, 1996, the foregoing representation and warranty is a member made to the Company's and the Controlling Stockholders' knowledge. (f) There are no complaints or charges against the Company or any Company Subsidiary pending before the National Labor Relations Board or any state or local labor agency and, to the knowledge of a union that relates the Company and the Controlling Stockholders, no complaints or charges have been filed or threatened to be filed against the Company or any Company Subsidiary with any such employee’s relationship board or agency, provided that, for periods prior to October 29, 1996, the foregoing representation and warranty is made to the Company's and the Controlling Stockholders' knowledge. (g) No charges with respect to or relating to the business of the Company or any Company Subsidiary are pending before the Equal Employment Opportunity Commission or any state or local agency responsible for the prevention of unlawful employment practices. (h) Section 4.20 of the Disclosure Schedule accurately sets forth all unpaid severance which, as of the date hereof, is due or claimed, in writing, to be due from the Company or any Company Subsidiary to any Person whose employment with the Company or such Subsidiary, and neither Company Subsidiary was terminated. (i) Neither the Company nor any Company Subsidiary has received notice of its Subsidiaries is a party the intent of any government body or Governmental Authority responsible for the enforcement of labor or employment Laws to a collective bargaining agreement, and conduct an investigation of the Company or such Company Subsidiary and its Subsidiaries believe that their relationships with their employees are good. To no such investigation is in progress. (j) Neither the Company nor any Company Subsidiary is and, to the knowledge of the CompanyCompany and the Controlling Stockholders, no executive officer employee of the Company or any Subsidiary, Company Subsidiary is, or is now expected to be, in material violation of any material term of any employment contractagreement, confidentiality, disclosure or proprietary information agreement or non-competition disclosure agreement, non-compete agreement or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued regarding an employee's employment of each such executive officer does not subject with the Company or any of its Subsidiaries to any liability with respect to any Company Subsidiary. (k) Each of the foregoing matters. The Company and its Subsidiaries are in compliance with all Applicable Laws relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of the Subsidiaries (A) is in compliance, in Company Subsidiary has paid all material respects, with Applicable Laws (including pursuant wages which are due and payable to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against the Company or any each of its Subsidiaries relating to Occupational Laws, employees and the Company does not have knowledge each of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedingsindependent contractors.

Labor Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s 's or its Subsidiaries’ ' employees is a member of a union that relates to such employee’s 's relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing mattersmatters that would reasonably be expected to have a Material Adverse Effect. The Company and its Subsidiaries are in compliance with all Applicable Laws relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of the Subsidiaries (A) is in compliance, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“"Occupational Laws”"); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s 's knowledge, threatened against the Company or any of its Subsidiaries relating to Occupational Laws, and the Company does not have knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedings.

Labor Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s (a) Except as disclosed on Schedule 4.15(a) or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all Applicable Laws relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could as would not, individually or in the aggregate, reasonably be expected to be material to the operation of the business of the Company Group, taken as a whole, in the last three years: (i) neither the Company nor any of the Company Subsidiaries have experienced any work stoppage, labor strike, lockout, slowdown, material labor grievance, material labor arbitration or other material labor dispute, (ii) there have been no labor organizing, certification or de-certification activities with respect to any employees of the Company or any of the Company Subsidiaries, and (iii) there has been no unfair labor practice charge or complaint against the Company or any of the Company Subsidiaries pending before the National Labor Relations Board or any similar Governmental Authority. (b) Except as disclosed on Schedule 4.15(b), neither the Company nor any of the Company Subsidiaries is a Material Adverse Effect. party to or bound by any Labor Agreement or relationship with any labor union, labor organization, works council, employee representative or group of employees and no employees of the Company or any of the Company Subsidiaries are represented by any labor union, labor organization, works council, employee representative or group of employees with respect to their employment with the Company or any of the Company Subsidiaries. (c) The Company and each of the Company Subsidiaries (A) is in compliancehave reasonably and impartially investigated all sexual harassment, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required harassment, discrimination or retaliation allegations (except those the Company or the applicable Company Subsidiary reasonably deemed to not have merit), against any officers, directors, executives or supervisory employees of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries relating Company Subsidiary that have been reported to Occupational Laws, and the Company does not have knowledge or any Company Subsidiary or of which the Company or any factsCompany Subsidiary was otherwise aware in the past three years, circumstances except as would not, individually or developments relating to its operations or cost accounting practices that could in the aggregate, reasonably be expected to form be material to the basis for operation of the business of the Company Group, taken as a whole. With respect to each such allegation (except those the Company or give rise the applicable Company Subsidiary reasonably deemed to not have merit), the Company or the applicable Company Subsidiary has taken prompt corrective action reasonably calculated to prevent further improper action, and does not expect any material liability with respect to any such matters. (d) To the knowledge of the Company, as of the date of this Agreement, no current employee whose total annual compensation (i.e., annual base salary and target bonus) exceeds $150,000, intends to terminate his or her employment with the Company or any Company Subsidiary prior to the one-year anniversary of the Closing. (e) To the knowledge of the Company, no current or former employee or independent contractor of the Company or any Company Subsidiary whose total annual compensation (i.e., annual base salary and target bonus) exceeds $150,000 is in any material respect in violation of any term of any employment agreement, nondisclosure agreement, fiduciary duty, noncompetition agreement or restrictive covenant obligation: (i) owed to the Company or any Company Subsidiary, or (ii) owed to any third party with respect to such actions, suits, investigations person’s right to be employed or proceedingsengaged by the Company or any Company Subsidiary.

Labor Relations. No (a) There are no labor dispute exists strikes, disputes, slowdowns, stoppages or lockouts actually pending, or, to the knowledge Knowledge of the Company, threatened against or affecting the Company, and during the past five years there have been no such actions; (b) the Company is imminent not a party to or bound by any collective bargaining or similar agreement with respect any labor, organization or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Company; (c) to the Knowledge of the Company, there are no current union organizing activities among the employees of the Company; (d) true, which could reasonably be expected correct and complete copies of all written personnel policies, rules or procedures applicable to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, have been delivered to Buyer; (e) the Company is, or is now expected to beand has at all times been, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all Applicable Laws relating to applicable Legal Requirements respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health; (f) there are no complaints, charges or Legal Proceedings pending or, to the Knowledge of the Company, threatened in any forum against the Company alleging breach of any express or implied contract of employment, any Legal Requirement governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship except for such complaints, charges or Legal Proceedings which have not had and wages and hours, except where the failure would not reasonably be expected to be in compliance could nothave, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each ; (g) there are no employment contracts or severance agreements with any employees of the Subsidiaries Company, except as disclosed in the Company SEC Reports; and (h) since the enactment of the Worker Adjustment and Retraining Notification Act of 1988 (the “WARN Act”), the Company has not effectuated (A) is in compliance, in all material respects, with Applicable Laws a “plant closing” (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety as defined in the workplace (“Occupational Laws”); 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, or (B) has received all Authorizations a “mass layoff” (as defined in the WARN Act) affecting any site of employment or other approvals required facility of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against nor has the Company engaged in layoffs or any of its Subsidiaries relating employment terminations sufficient in number to Occupational Laws, and the Company does not have knowledge trigger application of any facts, circumstances similar state or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedingslocal Legal Requirement.

Labor Relations. (a) No labor dispute exists work stoppage against the business of the Seller or any Subsidiary is pending or, to the knowledge Knowledge of the CompanySeller, is imminent threatened. Neither the Seller nor any Subsidiary is involved in or, to the Knowledge of the Seller, threatened with respect any labor dispute, arbitration, lawsuit or administrative proceeding relating to labor matters involving any of the employees of the CompanySeller or any Subsidiary with respect to their respective businesses. Other than those described on SCHEDULE 3.18(A), which could reasonably be expected there are no unwritten personnel policies, rules, practices or procedures applicable to result in a Material Adverse Effect. None employees of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company Seller or any Subsidiary, isand no employee of the Seller or any Subsidiary is on long-term disability leave, extended absence leave or is now expected receiving workers' compensation benefits. (b) Except as set forth on SCHEDULE 3.18(B), neither the Seller nor any Subsidiary: (i) is liable for any accrued bonus compensation, vacation pay, severance pay or arrears of wages except as reflected on the Financial Statements; (ii) is currently involved in or has had any activity or proceedings by a labor union or representative thereof to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or organize any of its Subsidiaries employees and no such activity or proceeding is or has been threatened against the Seller or any Subsidiary; (iii) is subject to any liability with respect pending or, to any the Knowledge of the foregoing matters. The Company Seller, threatened complaints or investigations involving the Seller or any Subsidiary by any Person responsible for the investigation and its Subsidiaries are in compliance with all Applicable Laws relating to enforcement of any foreign, federal, state or local labor, employment or discrimination laws, statutes, public policies, orders, regulations, ordinances or other requirements respecting any labor, employment and employment practices, discrimination, terms and conditions of employment and employment, or wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of the Subsidiaries ; or (Aiv) is in compliance, in all material respects, with Applicable Laws (including pursuant bound by or is party to the Occupational Health and Safety Act any collective bargaining or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries relating to Occupational Laws, and the Company does not have knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedingssimilar agreement.

Labor Relations. No labor dispute exists or(a) EXHIBIT VII.18 (A) contains a list (i) identifying by age, seniority, classification, remuneration (including fringe benefits), other benefits and status of employment of all employees of each of the Companies; (ii) of all modifications of more than five per cent (5%) since January 1, 2003 in the general level of compensation paid to the knowledge employees; and (iii) of a summary of benefits to employees currently in force, including benefits in kind, pension and retirement benefits, bonus, profit sharing, stock purchase and stock option plans, company savings plan or employee funds. (b) The Sellers hereby represent and warrant to the Buyer that each of the CompanyCompanies has complied with all labor laws and regulations, including any applicable collective bargaining agreements and that each of the Companies has never been in material violation of any labor or social security law requirements or any agreement providing for employee benefits. In particular, each of the Companies is imminent in material compliance with all applicable requirements regarding health, safety, working conditions and employee representatives and all other requirements set forth in Laws, and collective bargaining agreements. There is no action, investigation or other Proceedings by any Governmental Entity pending or threatened against either of the Companies regarding the conditions of use and/or employer representatives. No event has occurred or is likely to occur that may hinder the continuity of work or may result in a work stoppage or any other employment dispute. (c) Except as set forth in EXHIBIT VII.18 (C): (i) there are no agreements or arrangements with any present or former employees of either of the Companies; (ii) there is no employee whose termination would require payment by either of the Companies of an amount exceeding that provided by Law or by the applicable collective bargaining agreement or that provided by the standard employment practices of either of the Companies; (iii) there are no Proceedings pending or threatened, against either of the Companies, in connection with any employee or former employee; and (iv) there is no financial debt, outstanding loan or open account advance payable to either of the Companies by any currently or former Representative of either of the Companies, and there are no guarantees, endorsements or other obligations of either of the Companies with respect to any indebtedness, obligation or liability of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all Applicable Laws relating to employment and employment practices, terms and conditions Persons. (d) EXHIBIT VII.18(D) contains a list of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and employees' representatives of each of the Subsidiaries Companies (A"delegues du personnel") is in compliance, in all material respects, with Applicable Laws specifying their date of election and length of office. (including pursuant e) The collective bargaining agreement applicable to the Occupational Health and Safety Act or its foreign equivalents) relating to employees of each of the protection of human health and safety in Companies is the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries relating to Occupational Laws, and the Company does not have knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedings"Convention Collective Nationale de l'Industrie Pharmaceutique".

Labor Relations. No Except as set forth in Section 2.14 of the Disclosure Schedule, (i) the Company is not a party to any collective bargaining agreement applicable to employees of the Company, nor is any such contract or agreement presently being negotiated; (ii) the Company is not a party to any employment agreement or consulting agreement with any person or entity obligating the Company to make payments in excess of $25,000 per year, nor is any such contract or agreement presently being negotiated; (iii) there is no unfair labor dispute exists practice charge or complaint pending or, to the knowledge of the CompanySeller and the Senior Managers, is imminent with respect to any of threatened against or otherwise affecting the employees of the CompanyCompany which, which could reasonably be expected to if adversely determined, would result in a liability having a Material Adverse Effect. None ; (iv) there is no labor strike, slowdown, work stoppage, or lockout in effect, or, to the knowledge of the Seller and the Senior Managers, threatened against or otherwise affecting the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with , and the Company has not experienced any such labor controversy within the past three years; (v) the Company is not a party to, or such Subsidiaryotherwise bound by, any consent decree with, or citation by, any governmental authority relating to employees or employment practices; (vi) the Company will not have any material liability under any benefit or severance policy, practice, agreement, plan, or program which exists or arises, or may be deemed to exist or arise, under any applicable law or otherwise, as a result of the transactions contemplated hereunder; (vii) the Company is in compliance with its obligations pursuant to the Worker Adjustment and Retraining Notification Act of 1988 ("WARN ACT"), and neither the Company nor all other notification and bargaining obligations arising under any of its Subsidiaries is a party to a collective bargaining agreement, statute or otherwise and (viii) or any other Section of the Disclosure Schedule and except for the unwritten employment arrangements of the Company undertaken in the ordinary course of business, there are no agreements or arrangements between the Company and its Subsidiaries believe that their relationships with their employees are goodany employee of the Company. To the knowledge of the CompanySeller and the Senior Managers, there is no executive officer effort to organize employees of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all Applicable Laws relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of the Subsidiaries (A) is in compliance, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim which is pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries relating to Occupational Laws, and the Company does not have knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedingsthreatened.

Labor Relations. No material labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, Company which could reasonably be expected to result in a Material Adverse Effect. None Except as set forth on Schedule 3.1(k), none of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such SubsidiaryCompany, and neither the Company nor or any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of Schedule 3.1(k) sets forth: (i) each union with which the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information Subsidiary has a collective bargaining agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment number of employees covered by each such agreement as of a recent date, (ii) the current term of each such executive officer does not agreement, (iii) the current status of any negotiations to amend, extend or negotiate a new collective bargaining agreement, (iv) whether the entity subject the Company or any of its Subsidiaries to such collective bargaining agreement has been subject to any liability with respect strike or other organized work stoppage in the last 5 calendar years, (v) a summary list of grievances filed under each agreement in the last 24 months, and (vi) whether the entity subject to such collective bargaining agreement is subject to any order, decree or is a participant in any ongoing proceeding of the foregoing mattersUnited States Department of Labor, National Labor Relations Board or other governmental agency respecting such collective bargaining agreement, and if so, the particulars thereof. The Company and its Subsidiaries are in compliance with all Applicable Laws U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Except as set forth on Schedule 3.1(k), the Company and each of the Subsidiaries (A) is in compliancenot a party to or bound by any currently effective employment contract, in all material respectsdeferred compensation arrangement, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations bonus plan, incentive plan, profit sharing plan, retirement agreement or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations employee compensation plan or approvalagreement. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to To the Company’s knowledge, threatened against no employee of the Company, nor any consultant with whom the Company has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company because of the nature of the business to be conducted by the Company; and to the Company’s knowledge the continued employment by the Company of its present employees, and the performance of the Company’s contracts with its independent contractors, will not result in any such violation. The Company has not received any notice alleging that any such violation has occurred. No employee of the Company has been granted the right to continued employment by the Company or to any material compensation following termination of its Subsidiaries relating employment with the Company. The Company is not aware that any officer, key employee or group of employees intends to Occupational Lawsterminate his, and her or their employment with the Company nor does not the Company have knowledge a present intention to terminate the employment of any factsofficer, circumstances key employee or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedingsgroup of employees.

Labor Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, which could would reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing mattersmatters that would reasonably be expected to have a Material Adverse Effect. The Company and its Subsidiaries are in compliance with all Applicable Laws relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of the Subsidiaries (A) is are in compliance, in all material respects, with all Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has have received all Authorizations required permits, licenses or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted, except where the failure to obtain such permits, licenses or other approvals would not reasonably be expected to result in a Material Adverse Effect; and (C) is are in compliance, in all material respects, with all terms and conditions of such Authorizations required permits, licenses or approvalother approvals. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries relating to Occupational Laws, and the Company does not have knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that could would reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedingsproceedings that would, if there were an unfavorable outcome, reasonably be expected to result in a Material Adverse Effect.

Labor Relations. No labor dispute exists or(a) The Company is not a party to, to the knowledge of the Companyand has no obligations under, is imminent with respect to any of the employees of the Companycollective bargaining agreement or other agreement, which could reasonably be expected to result unexpired, or expired in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with circumstances where the Company or such Subsidiary, and neither has a continuing statutory obligation to maintain the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all Applicable Laws relating to employment and employment practices, existing terms and conditions of employment as specified in the expired contract, with any labor organization governing wages, hours or other terms and wages conditions of employment of any current employees of the Company at any facility currently operated by the Company in the United States and hoursCanada, except where the failure to be in compliance could notthat is, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole; (b) there are no current organizational activities, demands for recognition or petitions for representation by a labor organization seeking to represent employees of the Company or any Subsidiary that would reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. The Company and each ; (c) no grievance, arbitration, litigation, complaint or charge, or, to the Knowledge of the Subsidiaries (A) is in complianceCompany, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) investigations relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations labor or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim employment matters is pending or, to the Knowledge of the Company’s knowledge, threatened against the Company or any of its Subsidiaries relating to Occupational Lawswhich, and the Company does except as would not have knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form have, individually or in the basis for aggregate, a Company Material Adverse Effect; (d) the Company and each of its Subsidiaries has complied and is in compliance in all respects with all applicable laws (domestic and foreign), agreements, contracts, and policies relating to employment, employment practices, wages, hours, and terms and conditions of employment and is not engaged in any unfair labor practice as defined by the National Labor Relations Board (or give rise any foreign equivalent), in each case except where the failure to such actionscomply would not reasonably be expected to have, suitsindividually or in the aggregate, investigations a Company Material Adverse Effect; and (e) the Company has complied and is in compliance in all material respects with its obligations pursuant to the Worker Adjustment and Retraining Notification Act of 1988 (“WARN Act”) (and any similar state or proceedingslocal law) to the extent applicable, and all material other employee notification and bargaining obligations arising under any collective bargaining agreement or statute, in each case except to the extent the failure to comply would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Labor Relations. No (a) Except as set forth on Schedule 5.22, (i) there is no labor dispute exists orstrike, picketing of any nature, material labor dispute, slowdown or any other concerted interference with normal operations, stoppage or lockout pending or to the knowledge Knowledge of the Company, is imminent threatened against or affecting the Company and its Subsidiaries, (ii) there are no union claims or demands to represent the employees of the Company and its Subsidiaries, neither the Company nor any of its Subsidiaries has any collective bargaining obligations with respect to any of its employees, and, to the Knowledge of the Company, there are no current union organizing activities among the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or Company and its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and (iii) neither the Company nor any of its Subsidiaries is a party to a or bound by any collective bargaining agreementor 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 and its Subsidiaries, and (iv) with respect to bargaining obligations disclosed in Schedule 5.22, the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected have bargained and continue to be, bargain in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. good faith. (b) The Company and its Subsidiaries are in compliance in all material respects with all Applicable Laws relating to employment applicable laws and regulations respecting labor, employment, fair employment practices, work place safety and health, terms and conditions of employment employment, and wages and hours. Neither the Company nor any of its Subsidiaries is delinquent in any payments to any of its employees or Contingent Workers (as that term is defined in Section 5.22(c) below) for any wages, except where salaries, commissions, bonuses, fees or other direct compensation due with respect to any services performed for it to the failure date hereof or amounts required to be reimbursed to such employees or Contingent Workers. There are no material grievances, complaints or charges with respect to employment or labor matters (including, without limitation, charges of employment discrimination, retaliation or unfair labor practices) pending or, to the Knowledge of the Company, threatened in compliance could notany judicial, regulatory or administrative forum, or under any dispute resolution procedure (including, but not limited to, any proceedings under any dispute resolution procedure under any collective bargaining agreement). None of the Company's or its Subsidiaries' employment policies or practices is currently being audited or investigated by any Governmental Authority, or to the Knowledge of the Company, is subject to imminent audit or investigation by any Governmental Authority. The Company and its Subsidiaries are not subject to any consent decree, court order or settlement in respect of any labor or employment matters. Except as set forth in Schedule 5.22, no arbitration or similar proceeding with respect to employment matters is pending or, to the Knowledge of the Company, threatened and, to the Knowledge of the ` Company, no claim therefor has been asserted that if adversely determined (individually or in the aggregate, together with any other such claims) could reasonably be expected to have a Material Adverse Effect. The Except as disclosed on Schedule 5.22, neither the Company and each nor any of its Subsidiaries has any policy, plan or program of paying severance pay or any form of severance compensation in connection with the termination of the employees of the Company or any of its Subsidiaries. (c) Except as would not have a Material Adverse Effect, neither the Company nor any of its Subsidiaries employs any independent contractors, temporary employees, leased employees or any other servants or agents compensated other than through reportable wages paid by the Company or the applicable Subsidiary (A) is in compliancecollectively, in all material respects, with Applicable Laws (including pursuant to "Contingent Workers"). To the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against extent that the Company or any of its Subsidiaries relating to Occupational Lawsemploys Contingent Workers, it has properly classified and the Company does not have knowledge treated them in accordance with applicable laws and for purposes of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedingsall benefit plans and perquisites.

Labor Relations. No labor dispute exists or, to the knowledge Knowledge of the Company, is imminent with respect to any of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge Knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all Applicable U.S. federal, state, local and foreign Laws relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each To the Company's Knowledge: (i) no allegations of the Subsidiaries (A) is in compliancesexual harassment, in all material respectssexual misconduct or discrimination, with Applicable Laws (including pursuant to the Occupational Health and Safety Act whether such discrimination arises from race, ethnic background, sex, gender status, age or its foreign equivalents) relating to the protection of human health and safety in the workplace otherwise (“Occupational LawsMisconduct”); (B) has received all Authorizations have been made involving any current or other approvals required former director, officer, employee or independent contractor of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries relating to Occupational Laws, and Subsidiaries; and (i) neither the Company does not nor any of its Subsidiaries have knowledge entered into any settlement agreements related to allegations of Misconduct by any factscurrent or former director, circumstances officer, employee, or developments relating to independent contractor of the Company or any of its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedingsSubsidiaries.

Labor Relations. No There are no collective bargaining or other labor dispute exists or, union agreements to which the knowledge Company or any of its Subsidiaries is a party or by which the Company, Company or any of its Subsidiaries is imminent with respect to any bound. None of the employees of the Company, which could reasonably be expected Company or any of its Subsidiaries are represented by any union with respect to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with their employment by the Company or such Subsidiary. Since January 1, and 1999, neither the Company nor any of its Subsidiaries is a party has experienced any union organization attempts or work stoppage due to a collective bargaining agreement, and labor disagreements. Each of the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance in all material respects with all Applicable Laws applicable statutes, laws, ordinances, rules and regulations relating to employment and employment practices, occupational safety and health standards, terms and conditions of employment and wages and hours, except where and is not engaged in any unfair labor practice. The Company has not received written notice of any unfair labor practice charge or complaint against the failure Company or any of its Subsidiaries which is pending and, to be in compliance could notthe Knowledge of the Company, there is no unfair labor practice charge or complaint against the Company or any of its Subsidiaries threatened before the National Labor Relations Board or any comparable state or foreign agency or authority, including any agency or authority of the United Kingdom, Northern Ireland or the European Union. There is no labor strike, dispute, request for representation, slowdown or stoppage actually pending or, to the Knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries. To the Knowledge of the Company, no question concerning representation has been raised or is threatened with respect to the employees of the Company or any of its Subsidiaries. No employment-related grievances that are individually or in the aggregate, aggregate reasonably be expected likely to have a Material Adverse Effect. The Company and each , nor any arbitration proceedings arising out of the Subsidiaries (A) is in compliancecollective bargaining agreements, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is are pending or, to the Knowledge of the Company’s knowledge, threatened against the Company or any of its Subsidiaries. Except as disclosed in the Filed SEC Documents, since January 1, 1999, neither the Company nor any of its Subsidiaries relating to Occupational Lawshas engaged in any “plant closing” or “mass layoff”, as defined in the Worker Adjustment Retraining and Notification Act, or engaged in any similar activities for purposes of any comparable state or local law or the laws of foreign jurisdictions, including the United Kingdom, Northern Ireland and the Company does not have knowledge European Union, in each case without complying in all material respects with the notice requirements and other applicable provisions of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedingslaws.

Labor Relations. No (a) There is no labor dispute exists or employment-related Legal Proceeding pending or, to the knowledge Knowledge of the Company, is imminent with respect to threatened against the Company or any of the other Debtors, by or on behalf of any of their respective employees or such employees’ labor organization, works council, workers’ committee, union representatives or any other type of the Companyemployees’ representatives appointed for collective bargaining purposes (collectively “Employee Representatives”), which could or by any Governmental Entity, that would reasonably be expected to result in a Material Adverse Effect. None Change. (b) Except as would not reasonably be expected to result in a Material Adverse Change, there is no strike, lockout, material labor dispute or, to the Knowledge of the Company’s , threat thereof, by or its Subsidiaries’ with respect to any employees is a member of a union that relates to such employee’s relationship with the Company or any of the other Debtors, and, to the Knowledge of the Company, there has not been any such Subsidiaryaction within the past two (2) years. Except as would not reasonably be expected to result in a Material Adverse Change, and neither the Company nor any of its Subsidiaries the other Debtors is a party subject to a collective bargaining agreementany obligation (whether pursuant to Law or Contract) to notify, and inform and/or consult with, or obtain consent from, any Employee Representative regarding the Company and its Subsidiaries believe that their relationships transactions contemplated by this Agreement prior to entering into the Agreement. (c) The Debtors have complied in all respects with their payment obligations to all employees are good. To the knowledge of the CompanyDebtors in respect of all wages, no executive officer of the salaries, fees, commissions, bonuses, overtime pay, holiday pay, sick pay, benefits and all other compensation, remuneration and emoluments due and payable to such employees under any Company Plan or any Subsidiary, is, applicable Collective Bargaining Agreement or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, Law (including the Fair Labor Standards Act or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each applicable Law dealing with such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all Applicable Laws relating to employment and employment practices, terms and conditions of employment and wages and hours), except where to the failure to be in compliance could not, individually or in the aggregate, extent that any noncompliance would not reasonably be expected to have result in a Material Adverse Effect. The Company and each Change and, for the avoidance of doubt, except for any payments that are not permitted by the Subsidiaries Bankruptcy Court or the Bankruptcy Code. (Ad) is in compliance, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business Except as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries relating to Occupational Laws, and the Company does would not have knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form result in a Material Adverse Change, (i) the basis for or consummation of the transactions contemplated by the Transaction Agreements will not give rise to such actions, suits, investigations a right of termination or proceedingsright of renegotiation on the part of any union under any material Collective Bargaining Agreement and (ii) all payments due from any of the Debtors or for which any claim may be made against any of the Debtors on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of any of the Debtors to the extent required by GAAP.

Labor Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s 's or its Subsidiaries’ ' employees is a member of a union that relates to such employee’s 's relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing mattersmatters that would reasonably be expected to have a Material Adverse Effect. The Company and its Subsidiaries are in compliance with all Applicable Laws U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of the Subsidiaries (A) is in compliance, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“"Occupational Laws”"); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s 's knowledge, threatened against the Company or any of its Subsidiaries relating to Occupational Laws, and the Company does not have knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedings.

Labor Relations. No material labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To No executive officer, to the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all Applicable Laws U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each To the knowledge of the Subsidiaries (A) is in complianceCompany, in all material respects, no “prohibited transaction” as defined under Section 406 of ERISA or Section 4975 of the Internal Revenue Code and not exempt under ERISA Section 408 and the regulations and published interpretations thereunder has occurred with Applicable Laws (including pursuant respect to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) any employee benefit plan. At no time has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against the Company or any ERISA Affiliate maintained, sponsored, participated in, contributed to or has or had any liability or obligation in respect of any employee benefit plan subject to Part 3 of Subtitle B of Title I of ERISA, Title IV of ERISA, or Section 412 of the Internal Revenue Code or any “multiemployer plan” as defined in Section 3(37) of ERISA or any multiple employer plan for which the Company or any ERISA Affiliate has incurred or could incur liability under Section 4063 or 4064 of ERISA. No employee benefit plan provides or promises, or at any time provided or promised, retiree health, life insurance, or other retiree welfare benefits except as may be required by the Consolidated Omnibus Budget Reconciliation Act of 1985 or similar state law. Each employee benefit plan is and has been operated in material compliance with its Subsidiaries relating terms and all applicable laws, including but not limited to Occupational LawsERISA and the Internal Revenue Code and, to the knowledge of the Company, no event has occurred (including a “reportable event” as such term is defined in Section 4043 of ERISA) and no condition exists that would subject the Company or any ERISA Affiliate to any material tax, fine, lien, penalty or liability imposed by ERISA, the Internal Revenue Code or other applicable law. Each employee benefit plan intended to be qualified under Internal Revenue Code Section 401(a) is so qualified and has a favorable determination or opinion letter from the Internal Revenue Service upon which it can rely, and any such determination or opinion letter remains in effect and has not been revoked; to the Company does not have knowledge of the Company, nothing has occurred since the date of any factssuch determination or opinion letter that is reasonably likely to adversely affect such qualification; (ii) with respect to each foreign benefit plan, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedings.foreign

Labor Relations. No material labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, Company which could reasonably be expected to result in a Material Adverse Effect. None Except as disclosed on Schedule 3.1(k), none of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such SubsidiaryCompany, and neither the Company nor or any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To No executive officer, to the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor covenant, and, to the knowledge of any third partythe Company, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are are, to their knowledge, in compliance with all Applicable Laws Israeli, U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of the Subsidiaries (A) is in compliance, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against Neither the Company or nor any of its Subsidiaries relating is subject to, nor do any of its employees benefit from, whether pursuant to Occupational Lawsapplicable employment laws, regulations, extension orders (“tzavei harchava”) or otherwise, any agreement, arrangement, understanding or custom with respect to employment (including, without limitation, termination thereof) other than 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 Company does not have knowledge of any factsIndustrialists’ Association or extension orders that apply to all employees in Israel or to all employees in the Company’s industry in Israel . The severance pay due to the Employees is fully funded or provided for in accordance with GAAP, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedingsconsistently applied.

Labor Relations. No (a) Neither the Company nor any Company Subsidiary is a party to or subject to, has voluntarily applied to enter into, or is currently negotiating in connection with entering into, any collective bargaining agreement, social plan or other agreement with any labor union, labor organization or works council, and no such contract is presently being negotiated (collectively, “Collective Bargaining Agreements”). To the knowledge of the Company, there are no current nor have there been at any time during the last three (3) years any campaign or other union organizing activity to authorize representation by any labor union or labor organization with respect to any employee of the Company or any Company Subsidiary, and neither the Company nor any Company Subsidiary is or has been in default of any requirement to establish any works council or other employee representative body. There are no current and there have not been any material labor strikes, slowdowns, work stoppages, lockouts or any similar activity or dispute exists affecting the Company or any Company Subsidiary during the last three (3) years, and to the knowledge of the Company, no such labor strike, slowdown, work stoppage, lockout or any similar activity or dispute is threatened. (b) Except for matters that 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 Subsidiaries is, and during the last three (3) years, has been, in compliance with all applicable Laws relating to employment and employment practices (including equal employment opportunity Laws), terms and conditions of employment, immigration, workers’ compensation, long term disability, occupational safety, plant closings, compensation and benefits, worker classification, exempt and non-exempt status, affirmative action, employee and data privacy, and wages and hours (“Employment Practices”). (c) Except for matters that 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 Proceedings pending or scheduled by any Governmental Entity or, to the knowledge of the Company, is imminent with respect threatened, pertaining to any the Employment Practices of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such any Company Subsidiary, and neither (ii) no complaints relating to Employment Practices of the Company nor or any of its Subsidiaries is a party Company Subsidiary have been filed with any Governmental Entity or submitted in writing to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To or any Company Subsidiary and, to the knowledge of the Company, no executive officer of such complaints are threatened and (iii) there is no unfair labor practice charge against the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all Applicable Laws relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of the Subsidiaries (A) is in compliance, in all material respects, with Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is Subsidiary pending or, to the knowledge of the Company’s knowledge, threatened against before the Company National Labor Relations Board or any of its Subsidiaries relating to Occupational Laws, and the Company does not have knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedingssimilar labor relations authority.

Labor Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, which could would reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all Applicable Laws relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of the Subsidiaries (A) is in compliance, in all material respects, with all Applicable Laws (including pursuant to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries relating to Occupational Laws, and the Company does not have knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that could would reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedings.

Labor Relations. (i) No labor dispute exists or, to the knowledge Knowledge of the CompanyAloft, is imminent with respect to any of the employees of the CompanyAloft, which could reasonably be expected to result in a Material Adverse EffectEffect on Aloft and its Subsidiaries taken as a whole. None of the CompanyAloft’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company Aloft or such Subsidiary, and neither the Company Aloft nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company Aloft and its Subsidiaries believe that their relationships with their employees are good. To the knowledge Knowledge of the CompanyAloft, no executive officer of the Company Aloft or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer through the Closing Date does not subject the Company Aloft or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company Aloft and its Subsidiaries are in material compliance with all Applicable U.S. federal, state, local and foreign Laws relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect on Aloft. The Company and each To the Shareholder Representatives’ s Knowledge: (ii) no allegations of the Subsidiaries (A) is in compliancesexual harassment, in all material respectssexual misconduct or discrimination, with Applicable Laws (including pursuant to the Occupational Health and Safety Act whether such discrimination arises from race, ethnic background, sex, gender status, age or its foreign equivalents) relating to the protection of human health and safety in the workplace otherwise (“Occupational LawsMisconduct”); (B) has received all Authorizations have been made involving any current or other approvals required former director, officer, employee or independent contractor of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against the Company Aloft or any of its Subsidiaries; and (iii) neither Aloft nor any of its Subsidiaries relating have entered into any settlement agreements related to Occupational Lawsallegations of Misconduct by any current or former director, and the Company does not have knowledge officer, employee, or independent contractor of Aloft or any facts, circumstances or developments relating to of its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedingsSubsidiaries.

Labor Relations. No labor dispute exists or, (a) The Company has made available to the knowledge Parent a complete list of all employees of the CompanyGroup Companies as of the date of this Agreement and, is imminent as applicable, their classification as exempt or non-exempt under the Fair Labor Standards Act, employer, title and/or job description, job location (city and state) and base compensation and any bonuses paid with respect to any the 2020 fiscal year; provided that such list may be anonymized in order to comply with Applicable Legal Requirements relating to the transfer or disclosure of personally identifiable information, data privacy, or otherwise. As of the date of this Agreement, all employees of the Group Companies are legally permitted to be employed by the Group Companies in the jurisdiction in which such employees are employed in their current job capacities. (b) No Group Company is a party to or negotiating any collective bargaining agreement with respect to employees of any Group Company, which could . (c) Except as would not reasonably be expected to result in material liabilities to the Group Companies, taken as a Material Adverse Effect. None of whole, since January 1, 2018, there have been no strikes, work stoppages, slowdowns, lockouts, arbitrations, or material grievances or other labor disputes (including unfair labor practice charges, grievances, or complaints) pending, or, to the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge Knowledge of the Company, threatened against or involving any Group Company. Since the January 1, 2018, (i) no executive officer of the Company labor union or any Subsidiary, isother labor organization, or is now expected to be, in violation group of employees of any material term of any employment contractGroup Company, confidentiality, disclosure has made a written demand for recognition or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability certification with respect to any employees of any Group Company, and there are no representation or certification proceedings presently pending or, to the Knowledge of the foregoing matters. The Company, threatened to be brought or filed with the National Labor Relations Board or any similar labor relations tribunal or authority, (ii) to the Knowledge of the Company, there have been no pending or threatened union organizing activities with respect to employees of any Group Company, and (iii) there has been no actual or, to the Knowledge of the Company, threatened, material unfair labor practice charges against any Group Company. (d) As of the date hereof, there are no, and since January 1, 2018 through the date hereof, there has been no, complaints, charges or claims against the Company and its Subsidiaries are pending or, to Knowledge of the Company, threatened before any Governmental Entity based on, arising out of, in compliance connection with all Applicable Laws or otherwise relating to employment and employment practicesthe employment, terms and conditions termination of employment and wages and hoursor failure to employ by any Group Company, of any individual, except where the failure to be in compliance could for those complaints, charges or claims which would not, individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole. (e) The Group Companies are, and since January 1, 2018 through the date hereof, have been, in compliance in all material respects with all Legal Requirements relating to the employment of labor, including all such Legal Requirements relating to wages (including minimum wage and overtime), hours or work, child labor, discrimination, civil rights, withholdings and deductions, classification and payment of employees, independent contractors, and consultants, employment equity, the federal Worker Adjustment and Retraining Notification Act (“WARN”) and any similar state or local “mass layoff” or “plant closing” Legal Requirement, collective bargaining, occupational health and safety, workers’ compensation, and immigration, except for instances of noncompliance which would not, individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a Material Adverse Effectwhole. The Company There has been no “mass layoff” or “plant closing” (as defined by WARN) with respect to the Group Companies within the six months prior to the date of this Agreement and no such events are reasonably expected to occur prior to Closing. (f) Except as would not reasonably be expected to result in material liabilities to the Group Companies, taken as a whole, since January 1, 2018, (i) each of the Subsidiaries (A) is in complianceGroup Companies has withheld all amounts required by Law or by agreement to be withheld from the wages, in all material respects, with Applicable Laws (including pursuant salaries and other payments that have become due and payable to the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”)employees; (Bii) each of the Group Companies has received paid in full to all Authorizations employees and individual independent contractors all wages, salaries, commissions, bonuses and other compensation due and payable to or other approvals required on behalf of it under applicable Occupational Laws to conduct its business as currently conductedsuch employees and such individual independent contractors; and (Ciii) to the Knowledge of the Company, each individual who since January 1, 2018 has provided or is providing services to any Group Company, and has been classified as (y) an independent contractor, consultant, leased employee, or other non-employee service provider, or (z) an exempt employee, has been properly classified as such under all Applicable Legal Requirements relating to wage and hour and Tax. (g) To the Knowledge of the Company, no senior executive has provided oral or written notice, and no key employee of the Group Companies has provided written notice, of any present intention to terminate his or her relationship with any Group Company within the first twelve (12) months following the Closing. (h) During the three years ending on the date hereof, there have been no material employment discrimination or employment harassment allegations made in compliancewriting raised, in all material respectsbrought, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending settled or, to the Knowledge of the Company’s knowledge, threatened against the Company or any of its Subsidiaries threatened, relating to Occupational Laws, and the Company does not have knowledge any appointed officer or director of any facts, circumstances Group Company involving or developments relating to its operations his or cost accounting practices her services provided to the Group Companies that could would reasonably be expected to form result in any material liability to the basis for Group Companies, taken as a whole, or give rise that would be materially injurious to such actionsthe reputation of the Group Companies. The policies and practices of the Group Companies comply in all material respects with all federal, suitsstate, investigations and local Laws concerning employment discrimination and employment harassment, except as would not, individually or proceedingsin the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole. (i) Except as would not reasonably be expected to result in material liabilities to the Group Companies, taken as a whole, since January 1, 2018, (i) no Group Company has been party to any proceeding, order, dispute, or claim involving any joint employer or co-employer causes of action by any individual who was employed or engaged by a third party and providing services to any Group Company; and (ii) no Group Company has been deemed to be, or to the Knowledge of the Company alleged to be, in a joint-employment, co-employment, or similar relationship with any third party, with respect to any of the Group Company’s employees or individual independent contractors. (j) The execution and delivery of this Agreement and the other Transaction Agreements and the performance of this Agreement and the Transactions do not require the Company to seek or obtain any consent, engage in consultation with, or issue any notice to any unions or labor organizations.

Labor Relations. No (a) Section 3.9(a) of the Seller Disclosure Schedule is a complete and accurate list of all Employees as of the date hereof (“Current Employees”), listing: most recent hire or rehire dates, leave status as applicable, job title, location and the rate of compensation (including the portions thereof attributable to salary, bonus and other compensation, respectively) as of the Interim Balance Sheet Date. (b) There is no unfair labor dispute exists practice, grievance, charge, arbitration, complaint, lawsuit or other employment-related proceeding pending or, to the knowledge of Seller, threatened against or affecting the CompanyCompany or any of its Subsidiaries. (c) Except as set forth in Section 3.9(c) of the Seller Disclosure Schedule, is imminent the Company and its Subsidiaries, are each in material compliance with all applicable Laws respecting labor, employment, workers’ compensation, occupational safety and health requirements, plant closings, withholding of taxes, employment discrimination, disability rights or benefits, equal opportunity, labor relations, immigration matters, Form I-9 matters, employee leave issues, unemployment insurance and related matters, terms and conditions of employment, and wages and hours, and, to the knowledge of Seller, none of them have engaged in any material unfair labor practices. To the knowledge of the Seller, all individuals who provide services to the Company or any of its Subsidiaries have at all times been accurately classified by the Company or such Subsidiaries with respect to any such services as an employee or a non-employee, and as exempt from overtime rules or not so exempt. (d) None of the employees Company or its Subsidiaries is a party to, otherwise bound by, subject to or has any liability with respect to, any collective bargaining agreement, labor union contract, or other arrangement or understanding with a labor union or labor organization, and there are no unions other organizations representing, purporting to represent or attempting to represent any Employees, nor does Seller know of any activities or proceedings of any labor union or other Person to organize any Employees. There is no labor strike, labor dispute, slowdown, work stoppage or lockout pending or, to the Companyknowledge of Seller, which threatened against or affecting the Company or its Subsidiaries that could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates material liability to such employee’s relationship with the Company or such Subsidiary, and neither any of its Subsidiaries. (e) Neither the Company nor any of its Subsidiaries is has effectuated a party to a collective bargaining agreement“plant closing” or “mass layoff” as those terms are defined in the WARN Act, and the Company and its Subsidiaries believe that their relationships affecting in whole or in part any site of employment, facility, operating unit or Employee, without complying with their employees are good. To the knowledge all provisions of the Company, no executive officer of the Company or any Subsidiary, isWARN Act, or is now expected implemented any early retirement, separation or window program within the twelve (12) months prior to bethe date of this Agreement, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject nor has the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all Applicable Laws relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of the Subsidiaries (A) is in compliance, in all material respects, with Applicable Laws (including pursuant to announced any such action or program for the Occupational Health and Safety Act or its foreign equivalents) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (B) has received all Authorizations or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries relating to Occupational Laws, and the Company does not have knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedingsfuture.

Labor Relations. No (a) To the Knowledge of Seller, the Companies are in compliance in all material respects with all currently applicable Laws and regulations respecting employment, discrimination in employment, terms and conditions of employment, wages, hours and occupational safety and health and employment practices, and are not engaged in any unfair labor dispute exists orpractice. The Companies have withheld all amounts required by Law or by agreement to be withheld from the wages, salaries, and other payments to the knowledge employees, and are not liable for any arrears of wages or any Taxes or any penalty for failure to comply with any of the Company, foregoing. No Company is imminent liable for any payment to any trust or other fund or to any Governmental Entity with respect to any 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). Except as set forth on Section 2.19(a) of the employees of the CompanyDisclosure Schedule, which could reasonably be expected to result in a Material Adverse Effectthere are no pending Claims against either Company under any workers compensation plan or policy or for long term disability. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the No Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or ERISA Affiliates have any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability obligations under COBRA with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all Applicable Laws relating to employment and employment practices, terms and conditions of employment and wages and hoursformer employees or qualifying beneficiaries thereunder, except where the failure to be in compliance could for obligations that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each material adverse effect on the Business or Conditions of the Subsidiaries (A) Companies. No Company is in compliance, in all material respects, with Applicable Laws (including pursuant a party to any collective bargaining agreement or other labor union contract; nor to the Occupational Health and Safety Act Seller's Knowledge are there any activities or its foreign equivalents) proceedings of any labor union to organize any such employees. To the Seller's Knowledge, no employees of the Companies are in violation in any material respect of any term of any employment contract, patent disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer relating to the protection right of human health any such employee to be employed by any Company because of the nature of the Business conducted or presently proposed to be conducted by of them or to the use of trade secrets or proprietary information of others; provided that Seller shall be deemed to have Knowledge of all Contracts to which any Company is a party. No employees of the Companies have given notice to any of them, that any such employee intends to terminate his or her employment with any Company; provided, however, that David Guy and safety in Tim Samuels have terminated their employment with Gal▇▇▇▇▇ ▇▇▇ any ▇▇▇ ▇▇▇ ▇▇ the workplace Companies effective immediately pri▇▇ ▇▇ ▇▇e Closing Date. (“Occupational Laws”b) Section 2.19(b) of the Disclosure Schedule sets forth a true and complete list of all employees of the Companies as of no earlier than October 31, 2001, which list includes each employee's name, title (if any); (B) , department, date of hire, current annual salary and whether such employee has received all Authorizations executed an employment or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance, in all material respects, employment related agreement with all terms and conditions of such Authorizations or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries relating to Occupational Laws, and the Company does not have knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedingsCompanies.