Common use of Labor Clause in Contracts

Labor. The Company is not presently, nor has it been in the past, a party to, or bound by, any collective bargaining agreement or union contract with respect to Employees and no collective bargaining agreement is being negotiated by the Company or any of its Subsidiaries. To the Knowledge of the Company, there are no activities or proceedings of any labor union to organize any Employees. There is no labor dispute, strike or work stoppage against the Company or any of its Subsidiaries pending or, to the Knowledge of the Company, threatened or reasonably anticipated which may materially interfere with the respective business activities of the Company or any of its Subsidiaries. None of the Company, any of its Subsidiaries or any of their respective representatives or Employees has committed any material unfair labor practice in connection with the operation of the respective businesses of the Company or any of its Subsidiaries. There are no actions, suits, claims, labor disputes or grievances pending, or, to the Knowledge of the Company, threatened or reasonably anticipated relating to any labor, safety or discrimination matters involving any Employee, including, without limitation, charges of unfair labor practices or discrimination complaints, which, if adversely determined, would, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a whole. Neither the Company nor any of its Subsidiaries has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. Neither the Company nor any of its Subsidiaries have incurred any material liability or material obligation under the Worker Adjustment and Retraining Notification Act or any similar state or local law which remains unsatisfied.

Labor. The Except as set forth in Section 2.12(k) of the Company Disclosure Schedule, neither Company nor any of its Subsidiaries is not presently, nor has it been in the past, presently a party to, bound by or bound byhas a duty to bargain for, any collective bargaining agreement agreement, trade union agreement, work council, employee representative agreement, union contract, or union contract information or consultation agreement, other than national or industry-wide agreements, with respect to Employees employees and no collective bargaining agreement is being negotiated by the Company or any of its Subsidiaries. To Except as set forth in Section 2.12(k) of the Company Disclosure Schedule, to the Knowledge of the Company, there are no activities or proceedings of any labor union to organize any Employeesemployees of Company or any of its Subsidiaries. There is no has not been any labor dispute, strike or work stoppage against the Company or any of its Subsidiaries pending or, to the Knowledge of the Company, threatened or reasonably anticipated which may that would reasonably be expected to materially interfere with the respective business activities of the Company or any of and its Subsidiaries, taken as a whole. None of the Company, any of its Subsidiaries or any of their respective representatives or Employees employees has committed any material unfair labor practice in connection with the operation of the respective businesses of the Company or any of its Subsidiaries, except, individually or in the aggregate, as has not had and as would not reasonably be expected to have a Material Adverse Effect on Company and its Subsidiaries, taken as a whole. There are no actions, suits, claims, labor disputes or grievances pending, or, to the Knowledge of the Company, threatened or reasonably anticipated relating to any labor, safety or discrimination matters involving any Employeeemployee, including, without limitation, including charges of unfair labor practices or discrimination complaints, whichthat, if adversely determined, would, individually or in the aggregate, reasonably be material expected to the have a Material Adverse Effect on Company and its Subsidiaries, taken as a whole. Neither the Company nor any of its Subsidiaries has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. Neither the Company nor any of its Subsidiaries have incurred any material liability or material obligation under the Worker Adjustment and Retraining Notification Act or any similar state or local law which that remains unsatisfiedunsatisfied and that is material to Company and its Subsidiaries, taken as a whole.

Labor. The Company (a) Seller is not presently, nor has it been in the past, a party to, to any labor or bound by, any collective bargaining agreement or union contract with respect to Employees and no collective bargaining agreement is being negotiated by the Company or any of its Subsidiaries. To the Knowledge of the Company, there are no activities labor or proceedings collective bargaining agreements which pertain to employees of Seller. (b) No employees of Seller are represented by any labor union to organize any Employeesorganization. There is No labor organization or group of employees of Seller has made a pending demand for recognition, and there are no labor dispute, strike representation proceedings or work stoppage against the Company or any of its Subsidiaries petitions seeking a representation proceeding presently pending or, to the Knowledge of the CompanySeller, threatened to be brought or reasonably anticipated which may materially interfere filed, with the respective business activities of the Company National Labor Relations Board or any of its Subsidiaries. None of the Company, any of its Subsidiaries or any of their respective representatives or Employees has committed any material unfair other labor practice in connection with the operation of the respective businesses of the Company or any of its Subsidiariesrelations tribunal. There are is no actions, suits, claims, labor disputes or grievances pending, organizing activity involving Seller pending or, to the Knowledge of the CompanySeller, threatened by any labor organization or reasonably anticipated group of employees of Seller. (c) There are no (i) strikes, work stoppages, slowdowns, lockouts or arbitrations or (ii) material grievances or other labor disputes pending or, to the Knowledge of Seller, threatened against or involving Seller. There are no unfair labor practice charges, grievances or complaints pending or, to the Knowledge of Seller, threatened by or on behalf of any employee or group of employees of Seller. (d) There are no complaints, charges or claims against Seller pending or, to the Knowledge of Seller, threatened which could be brought or filed, with any public or Governmental Body based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment by Seller, of any individual. (e) Seller is in compliance in all material respects with all Laws and Orders relating to the employment of labor, safety or discrimination matters involving any Employeeincluding all such Laws and orders relating to wages, includinghours, without limitation, charges of unfair labor practices or discrimination complaints, which, if adversely determined, would, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a whole. Neither the Company nor any of its Subsidiaries has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. Neither the Company nor any of its Subsidiaries have incurred any material liability or material obligation under the Worker Adjustment and Retraining Notification Act or and any similar state state, local or local law which remains unsatisfiedforeign “plant closing” Law (“WARN”), collective bargaining, discrimination, civil rights, safety and health, worker’s compensation, payment of overtime wages and the collection and payment of withholding and/or social security taxes and any similar tax. (f) There has been no “mass layoff” or “plant closing” as defined by WARN with respect to Seller within the six (6) months prior to making this representation. (g) To the Knowledge of Seller, no executive, key employee, or group of employees currently has any plans to terminate employment with Seller independently of or as a result of this Agreement.

Labor. (a) The Company is not presently, nor has it been in the past, a and its Subsidiaries are neither party to, or nor bound by, any material labor agreement, collective bargaining agreement agreement, work rules or union contract with respect to Employees and no collective bargaining agreement is being negotiated by the Company practices, or any of its Subsidiariesother material labor-related agreements or arrangements with any labor union, labor organization, employee organization or works council. To the Knowledge As of the Company, there are no activities or proceedings date of any labor union to organize any Employees. There is no labor dispute, strike or work stoppage against the Company or any of its Subsidiaries pending orthis Agreement, to the Knowledge of the Company, threatened none of the Company Employees are represented by a labor organization, works council or reasonably anticipated which may materially interfere with trade union and, to the respective business activities Knowledge of the Company and except as set forth in the Litigation Report, there is no organizing activity, Action, election petition or other material union activity of or by any labor organization, trade union or works council directed at the Company or any of its Subsidiaries, or any Company Employees. None Except as would not reasonably be expected to be material to the Company and its Subsidiaries taken as a whole, (i) all individuals who provide services to the Company or its Subsidiaries have at all times and for all purposes been accurately classified by the Company and its Subsidiaries as an employee or independent contractor and as “exempt” or “non-exempt” based on the applicable standards under applicable Law, and (ii) no individual who has performed services for the Company or its Subsidiaries has been improperly excluded from participation in any Company Plan. (b) Except (x) as set forth in the Litigation Report or (y) as would not reasonably be expected to result in a Company Material Adverse Effect, there are (i) no unfair labor practice complaints pending against the Company or its Subsidiaries before the National Labor Relations Board or any other labor relations tribunal or authority, and (ii) no labor strike, lock out, material grievance, material arbitration, labor dispute, slowdown or stoppage against or affecting the Company or its Subsidiaries, and no such labor dispute is, to the Knowledge of the Company, any of pending or threatened or has occurred in the last three years. (c) Except (x) as set forth in the Litigation Report or (y) as would not reasonably be expected to result in a Company Material Adverse Effect, the Company and its Subsidiaries or any of their respective representatives or Employees has committed any material unfair labor practice are and have been in connection compliance with the operation all applicable Laws (including of the respective businesses United States and any state thereof) respecting (i) hiring, employment, termination of employment, mass layoff and employment practices, including the Workers’ Adjustment and Retraining Notification Act (and any similar foreign, provincial, state or local statute or regulation), (ii) terms and conditions of employment, health and safety, wages and hours, child labor, immigration, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, equal opportunity, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues, leasing and supply of temporary and contingent staff, engagement of independent contractors, withholding of Taxes, and the payment of social security and other Taxes and unemployment insurance and (iii) relations between it and any labor organization, trade union, works council or other body representing Company or any of its Subsidiaries. There Employees. (d) Except as set forth in the Litigation Report, there are no actionsActions, suitsgovernment investigations, claims, or labor disputes or grievances pending, or, to the Knowledge of the Company, threatened or reasonably anticipated relating to any labor, safety or discrimination matters employment related matter involving any EmployeeCompany Employee or applicant, including, without limitation, including charges of unlawful discrimination, retaliation or harassment, failure to provide reasonable accommodation, denial of a leave of absence, failure to provide compensation or benefits, unfair labor practices practices, or discrimination complaintsother alleged violations of Law, which, if adversely determined, would, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a whole. Neither the Company nor except for any of its Subsidiaries has engaged the foregoing which would not reasonably be expected to result in any unfair labor practices within the meaning of the National Labor Relations Act. Neither the a Company nor any of its Subsidiaries have incurred any material liability or material obligation under the Worker Adjustment and Retraining Notification Act or any similar state or local law which remains unsatisfiedMaterial Adverse Effect.

Labor. The Except as set forth in Section 4.12(h) of the Company is not presentlyDisclosure Letter, neither the Company nor any of its Subsidiaries is, or has it been in within the pasttwelve (12) months prior to the date hereof, a party to, or bound bysubject to, any collective bargaining agreement or other agreement with any labor organization, works council or trade union contract with respect to Employees any of its or their current or former employees. Except as would not reasonably be expected to result in a Company Material Adverse Effect, no work stoppage, slowdown or labor strike against the Company or any of its Subsidiaries by their employees is pending or, to the Knowledge of the Company, threatened, and none have occurred within the twelve (12) months prior to the date hereof. Except as set forth in Section 4.12(h) of the Company Disclosure Letter, (A) none of the employees of the Company or any of its Subsidiaries are represented by a labor organization, works council or trade union and (B) to the Knowledge of the Company, there is no threatened or ongoing organizing activity, demand for recognition, election petition, or union card signing campaigns by any labor organization, works council or trade union directed at the Company or any of its Subsidiaries, and no collective bargaining agreement such actions have occurred within the twelve (12) months prior to the date hereof. The Company and its Subsidiaries are in compliance with all applicable Laws relating to the relations between it and any labor organization, trade union, or work council and have been within the last two (2) years, except for such non-compliance that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except for such non-compliance that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries are in compliance with employment Laws, including but not limited to Laws relating to wages, hours, overtime, pay equity, hiring, promotion, equal employment opportunity, occupational health and safety (including employee training), leaves of absence, and the payment and withholding of taxes and similar obligations and have been within the last two (2) years, and, within the twelve (12) months prior to the date hereof, the Company has not received any notice of any violation of any such Laws by any Governmental Entity. During the twelve (12) months prior to the date of this Agreement neither the Company nor any of its Subsidiaries have received any written communications from any Governmental Entity responsible for the enforcement of labor, employment, non-discrimination, civil rights, affirmative action or wage and hour laws that it is being negotiated by conducting or intends to conduct an audit, review or investigation of the Company or any of its Subsidiaries. To Neither the Knowledge Company nor any of its Subsidiaries is subject to any consent decree, injunction or other form of court order relating to any practice relating to labor, employment, civil rights, discrimination, affirmative action or wage and hour issues that would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. As of the Companydate hereof, and except as set forth in Section 4.12(h) of the Company Disclosure Letter, there are no activities or proceedings of any labor union to organize any Employees. There is no labor dispute, strike or work stoppage against the Company or any of its Subsidiaries pending or, to the Knowledge of the Company, threatened Legal Actions or reasonably anticipated which may materially interfere with investigations, whether internal or external, against the respective business activities Company or any of its Subsidiaries alleging unlawful discrimination, retaliation or harassment; failure to provide reasonable accommodation; unlawful denial of a leave of absence; failure to provide compensation or benefits; unfair labor practices; or misclassification by the Company or any of its Subsidiaries. None , nor have there been within the twelve (12) month period prior to this Agreement, except for any of the Company, any of its Subsidiaries or any of their respective representatives or Employees has committed any material unfair labor practice in connection with the operation of the respective businesses of the Company or any of its Subsidiaries. There are no actions, suits, claims, labor disputes or grievances pending, or, foregoing which would not reasonably be expected to the Knowledge of the Company, threatened or reasonably anticipated relating to any labor, safety or discrimination matters involving any Employee, including, without limitation, charges of unfair labor practices or discrimination complaints, which, if adversely determined, wouldhave, individually or in the aggregate, be material to the a Company and its Subsidiaries, taken as a whole. Neither the Company nor any of its Subsidiaries has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. Neither the Company nor any of its Subsidiaries have incurred any material liability or material obligation under the Worker Adjustment and Retraining Notification Act or any similar state or local law which remains unsatisfiedMaterial Adverse Effect.

Labor. The Company is not presently, nor has it been in the past, a party to, or bound by, any collective bargaining agreement or union contract with respect to Employees and no collective bargaining agreement is being negotiated by the Company or any of its Subsidiaries. To the Knowledge of the Company, there are no activities or proceedings of any labor union to organize any Employees. There is no labor dispute, strike or work stoppage against the Company or any of its Subsidiaries pending or, to the Knowledge of the Company, threatened or reasonably anticipated which may materially interfere with the respective business activities of the Company or any of its Subsidiaries. None of the Company, any of its Subsidiaries or any of their respective representatives or Employees has committed any material unfair labor practice in connection with the operation of the respective businesses of the Company or any of its Subsidiaries. There are no actions, suits, claims, labor disputes or grievances pending, or, to the Knowledge of the Company, threatened or reasonably anticipated relating to any labor, safety or discrimination matters involving any Employee, including, without limitation, charges of unfair labor practices or discrimination complaints, which, if adversely determined, would, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a whole. Neither the Company nor any of its Subsidiaries has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. The Company has paid in full all amounts owing under the Workers’ Compensation Act, R.S.O. 1990, c. W. 11 (Ontario) or comparable provincial legislation, and the workers’ compensation claims experience of the Company would not permit a material penalty reassessment under such legislation. Neither the Company nor any of its Subsidiaries have incurred any material liability or material obligation under the Worker Adjustment and Retraining Notification Act or any similar state or local law which remains unsatisfied.

Labor. The Company is not presentlyNo work stoppage, nor has it been in the pastslowdown, a party to, lockout or bound by, any collective bargaining agreement or union contract with respect to Employees and no collective bargaining agreement is being negotiated by the Company or any of its Subsidiaries. To the Knowledge of the Company, there are no activities or proceedings of any labor union to organize any Employees. There is no labor dispute, strike or work stoppage against the Company or any of its Subsidiaries is current or pending or, to the Knowledge of the Company, threatened nor has there been any such occurrence for the past five years. The Company has no Knowledge of any activities or reasonably anticipated which may materially interfere with the respective business proceedings of any labor union to organize any Employees or of any activities or proceedings to recognize any trade union or similar body. Except as set forth in Section 2.10 of the Company or any of its Subsidiaries. None of the CompanyDisclosure Letter, any of its Subsidiaries or any of their respective representatives or Employees has committed any material unfair labor practice in connection with the operation of the respective businesses of the Company or any of its Subsidiaries. There there are no actions, suits, claims, labor disputes or grievances pending, pending or, to the Knowledge of the Company, threatened by or reasonably anticipated on behalf of any Employee or involving any Employee relating to any labor, safety labor or discrimination employment matters involving any Employee, including, without limitation, charges labor practices, employment practices, terms, conditions and classifications of unfair employment, employee safety and health, immigration status, employment discrimination, disability rights or benefits, labor practices relations, employee leave requirements, plant closures and layoffs, affirmative action, whistleblower protections, wages or discrimination complaints, which, if adversely determined, would, individually or in the aggregate, be material to the Company other remuneration and its Subsidiaries, taken as a wholehours. Neither the Company nor any of its Subsidiaries has engaged in any unfair labor practices within the meaning of the National Labor Relations ActAct or any unfair labor practice under any comparable state, local or foreign law that is reasonably expected to result in a material liability to the Company and its Subsidiaries, taken as a whole. Neither the Company nor any of its Subsidiaries have is presently, nor has it been in the past, a party to, or bound by, any collective bargaining agreement, union contract or similar agreement with respect to Employees and no such agreement is being negotiated by the Company or any of its Subsidiaries as of the Effective Time, or expected to be negotiated prior the Closing Date. Within the past year, neither the Company nor any of its Subsidiaries has incurred any material liability or material obligation under the Worker Adjustment and Retraining Notification Act WARN or any similar state or local law which that remains unsatisfied, and no terminations prior to the Closing Date shall result in unsatisfied liability or obligation under WARN or any similar state or local law. No employee of the Company or any of its Subsidiaries has experienced an employment loss, as defined by the WARN Act or any similar applicable state or local law requiring notice to employees in the event of a closing or layoff, within ninety days prior to the date of this Agreement.

Labor. The Except as set forth in Section 4.13 of the Company Disclosure Schedule, neither the Company nor any Subsidiary is not presently, nor has it been in the past, a party to, or bound by, to any collective bargaining agreement or union contract similar agreement with respect to Employees and no collective bargaining any labor organization or other representative of any Company Employees, nor is any such agreement is being negotiated by the Company or any of its Subsidiaries. To the Knowledge as of the Companydate hereof. As of the date hereof, there are no activities material strikes, material work stoppages, slowdowns, lockouts or proceedings of any similar material labor union to organize any Employees. There is no labor dispute, strike or work stoppage against the Company or any of its Subsidiaries disputes pending or, to the Knowledge of the Company, threatened or reasonably anticipated which may materially interfere with the respective business activities of in writing against the Company or any of its Subsidiaries. None Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, there are no (a) unfair labor practice complaints pending against the Company or any Subsidiary before the National Labor Relations Board or any other labor relations tribunal or authority, (b) to the Knowledge of the Company, union organizing efforts regarding any of its Subsidiaries Company Employees, or (c) liabilities or obligations under the Worker Adjustment and Retraining Notification Act and the regulations promulgated thereunder or any of their respective representatives similar state or Employees has committed any material unfair labor practice local Law that remain unsatisfied. Except as would not reasonably be expected to have, individually or in connection with the operation aggregate, a Material Adverse Effect, as of the respective businesses date of the Company or any of its Subsidiaries. There this Agreement, there are no actions, suits, claims, labor disputes or grievances pending, pending or, to the Knowledge of the Company, threatened actions or reasonably anticipated proceedings relating to any employees or employment practices. Except for such instances of noncompliance as would not have a Material Adverse Effect, each of the Company and its Subsidiaries is, and has been during the past three (3) years, in compliance in all respects with all federal, state, local and foreign Laws regarding labor, safety employment and employment practices. To the Knowledge of the Company, each employee, officer, director and consultant of the Company and any of its Subsidiaries has all work permits, immigration permits, visas, or discrimination matters involving any Employeeother authorizations required by applicable Law for such service provider given the duties and nature of such service provider’s services. To the Knowledge of the Company, including, without limitation, charges a properly completed Form I-9 is on file with respect to each employee of unfair labor practices or discrimination complaints, which, if adversely determined, would, individually or in the aggregate, be material to the Company and its Subsidiaries. To the Knowledge of the Company, taken except as a whole. Neither otherwise provided in the SEC Reports prior to the date of this Agreement, no senior employee of the Company nor or any of its Subsidiaries has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. Neither given written notice to the Company nor or any of its Subsidiaries have incurred any material liability that such employee intends to terminate his or material obligation under the Worker Adjustment and Retraining Notification Act or any similar state or local law which remains unsatisfiedher employment.

Labor. The Company Neither LTX-Credence nor any of its Subsidiaries is not presently, nor has it been in the past, presently a party to, or bound by, any collective bargaining agreement agreement, trade union agreement, works council, employee representative agreement, union contract, or union contract information or consultation agreement, other than national or industry-wide agreements, with respect to Employees employees and no collective bargaining agreement is being negotiated by the Company LTX-Credence or any of its Subsidiaries. To the Knowledge of the CompanyLTX-Credence, there are no activities or proceedings of any labor union to organize any Employeesemployees of LTX-Credence or any of its Subsidiaries. There is no labor dispute, strike or work stoppage against the Company LTX-Credence or any of its Subsidiaries pending or, to the Knowledge of the CompanyLTX-Credence, threatened or reasonably anticipated which may would reasonably be expected to materially interfere with the respective business activities of the Company or any of LTX-Credence and its Subsidiaries, taken as a whole. None of the CompanyLTX-Credence, any of its Subsidiaries or any of their respective representatives or Employees employees has committed any material unfair labor practice in connection with the operation of the respective businesses of the Company LTX-Credence or any of its Subsidiaries, except, individually or in the aggregate, as has not had and would not reasonably be expected to have a Material Adverse Effect on LTX-Credence and its Subsidiaries, taken as a whole. There are no actions, suits, claims, labor disputes or grievances pending, or, to the Knowledge of the CompanyLTX-Credence, threatened or reasonably anticipated relating to any labor, safety or discrimination matters involving any Employeeemployee, including, without limitation, including charges of unfair labor practices or discrimination complaints, which, if adversely determined, would, individually or in the aggregate, reasonably be material expected to the Company have a Material Adverse Effect on LTX-Credence and its Subsidiaries, taken as a whole. Neither the Company nor any of its Subsidiaries has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. Neither the Company LTX-Credence nor any of its Subsidiaries have incurred any material liability or material obligation under the Worker Adjustment and Retraining Notification Act or any similar state or local law which remains unsatisfiedunsatisfied that is material to LTX-Credence and its Subsidiaries, taken as a whole.

Labor. The Company (a) To the extent any Person is not presently, nor has it been in the past, a party to, employed or bound by, any collective bargaining agreement or union contract with respect to Employees and no collective bargaining agreement is being negotiated engaged by the Company or any of its Subsidiaries as an independent contractor or leased employee (leased from another employer), the Company or applicable Subsidiary has properly classified such Person, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Any current employee classified as exempt from overtime wages has been properly classified as such by the Company or applicable Subsidiary, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) Neither the Company nor any of its Subsidiaries has any labor contracts or collective bargaining agreements with any Persons employed by the Company or any of its Subsidiaries or any Persons otherwise performing services primarily for the Company or any of its Subsidiaries, and no employee of the Company or any of its Subsidiaries is covered by any such contracts or agreements. To Since June 30, 2011, there has not been, and as of the Knowledge date of this Agreement there is not pending or, to the knowledge of the Company, there threatened, any work stoppage or labor strike against the Company or any of its Subsidiaries by employees. (c) To the knowledge of the Company, no labor organization or group of employees of the Company or any of its Subsidiaries has made a pending demand for recognition or certification other than as has been disclosed by the Company to Parent. There are no activities (i) unfair labor practice charges or proceedings of any labor union to organize any Employees. There is no labor dispute, strike or work stoppage complaints against the Company or any of its Subsidiaries pending orbefore the National Labor Relations Board or any foreign equivalent and, to the Knowledge knowledge of the Company, threatened no such representations, claims or reasonably anticipated which may materially interfere with petitions are threatened, (ii) representation claims or petitions pending before the respective business activities of National Labor Relations Board or any foreign equivalent, or (iii) grievances or pending arbitration proceedings against the Company or any of its Subsidiaries. None Subsidiaries that arose out of the Companyor under any collective bargaining agreement, any of its Subsidiaries in each case except as would not, or any of their respective representatives or Employees has committed any material unfair labor practice in connection with the operation of the respective businesses of the Company or any of its Subsidiaries. There are no actions, suits, claims, labor disputes or grievances pending, or, would not reasonably be expected to the Knowledge of the Company, threatened or reasonably anticipated relating to any labor, safety or discrimination matters involving any Employee, including, without limitation, charges of unfair labor practices or discrimination complaints, which, if adversely determined, wouldhave, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a whole. Neither the Company nor any of its Subsidiaries has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. Neither the Company nor any of its Subsidiaries have incurred any material liability or material obligation under the Worker Adjustment and Retraining Notification Act or any similar state or local law which remains unsatisfiedMaterial Adverse Effect.

Labor. The Except as set forth in Section 3.13 of the Company Disclosure Schedule: (a) none of Company or its Subsidiaries is not presently, nor has it been in the past, a party to, or bound by, to any collective bargaining agreement or union contract similar arrangement with respect any labor union, including any memorandum of understanding or neutrality agreement, applicable to Employees and no collective bargaining agreement is being negotiated by the employees of any of Company or its Subsidiaries, nor is any such agreement currently being negotiated; (b) no work stoppage, strike, slowdown or similar labor dispute involving any of Company or its Subsidiaries. To Subsidiaries is pending, has occurred in the two years preceding the date hereof or, to the Knowledge of the Company, there are is threatened; (c) to the Knowledge of Company, no activities union organization effort is presently being made or proceedings threatened on behalf of any labor union with respect to organize any Employees. There employees of Company or its Subsidiaries; (d) there is no material unfair labor dispute, strike practice charge or work stoppage against the Company or any of its Subsidiaries complaint pending or, to the Knowledge of the CompanyCompany or its Subsidiaries, threatened against or reasonably anticipated which may materially interfere with the respective business activities of the otherwise affecting Company or any of its Subsidiaries. None of the Company, ; (e) neither Company nor any of its Subsidiaries is a party to, otherwise bound by, or the subject of any of their respective representatives or Employees has committed consent decree with any material unfair labor practice in connection with the operation of the respective businesses of the Company or any of its Subsidiaries. There are no actions, suits, claims, labor disputes or grievances pending, or, to the Knowledge of the Company, threatened or reasonably anticipated Governmental Entity relating to any labor, safety employees or discrimination matters involving any Employee, including, without limitation, charges of unfair labor practices or discrimination complaints, which, if adversely determined, would, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a whole. Neither the employment practices; (f) neither Company nor any of its Subsidiaries has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. Neither the Company nor any of its Subsidiaries have incurred effectuated a “plant closing” or “mass layoff” since January 1, 2006 that gave rise or would reasonably be expected to give rise to any material liability or material obligation under the Worker Adjustment and Retraining Notification Act or of 1988 (together with any similar state or local law law, rule or regulation, “WARN”); and (g) Company and its Subsidiaries are operating the Business in compliance with all Labor Laws relating to employees or employment practices, other than non-compliance which remains unsatisfiedwould not reasonably be expected to have a Material Adverse Effect. “Labor Laws” means any applicable Law relating to employment standards, health and safety, labor relations, unemployment and workers’ compensation insurance, equal opportunity, and/or wages, hours and terms and conditions of employment.

Labor. The (a) Neither the Company is not presently, nor has it been in the past, a party toany of its Subsidiaries is, or bound byduring the last three (3) years has been, party to any collective bargaining agreement and, to the Knowledge of the Company, there has not been any activity or proceeding by a labor union contract with respect or representative thereof to Employees and no collective bargaining agreement is being negotiated by organize any employees of the Company or any of its Subsidiaries. To As of the date of this Agreement, there is no, and during the last (3) three years there has not been, any labor strike, lockout or work stoppage, or, to the Knowledge of the Company, there are no activities threat thereof, by or proceedings with respect to any employee of any labor union to organize any Employees. There is no labor dispute, strike or work stoppage against the Company or any of its Subsidiaries Subsidiaries. (b) There are no, and during the last three (3) years there have not been, any actions, charges or investigations pending or, to the Knowledge of the Company, threatened by or on behalf of any employee or labor organization alleging violations of local, state or federal Laws relating to employment or labor practices, except as would not reasonably anticipated which may materially interfere be expected to result in material liability. (c) The Company and each of its Subsidiaries has complied, and is presently in compliance with all applicable Laws relating to employment, equal opportunity, nondiscrimination, worker classification (including the respective business activities proper classification of workers as employees, independent contractors and consultants), immigration, wages, hours, benefits, collective bargaining, occupational safety and health, and/or privacy rights of employees, except as would not reasonably be expected to result in material liability. (d) During the last three (3) years, neither the Company nor any of its Subsidiaries has effectuated (i) a “plant closing” as defined in the Worker Adjustment and Retraining Notification Act, 29 U.S.C. §§ 2101 et seq. (the “WARN Act”) (or any similar state, local or foreign law) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of the Company or any of its Subsidiaries or (ii) a “mass layoff” as defined in the WARN Act (or any similar state, local or foreign law) affecting any site of employment or facility of the Company or any of its Subsidiaries. None of the Company, any of its Subsidiaries or any of their respective representatives or Employees has committed any material unfair labor practice in connection with the operation of the respective businesses of the Company or any of its Subsidiaries. There are no actions, suits, claims, labor disputes or grievances pending, or, to the Knowledge of the Company, threatened or reasonably anticipated relating to any labor, safety or discrimination matters involving any Employee, including, without limitation, charges of unfair labor practices or discrimination complaints, which, if adversely determined, would, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a whole. Neither the Company nor any of its Subsidiaries has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. Neither the Company nor any of its Subsidiaries have incurred any material liability or material obligation under the Worker Adjustment and Retraining Notification Act or any similar state or local law which remains unsatisfied.

Labor. The Company (a) None of the Company, its Subsidiaries, or with respect to any employees of Seller providing employee-type services to the Business, Seller (i) is not presently, nor has it been in the past, a party to, or bound by, to any collective bargaining agreement or other labor union contract and, to Seller’s Knowledge, there are no organizational campaigns, petitions or other unionization activities focusing on persons who provide services to the Company, its Subsidiaries or the Business which seeks recognition of a collective bargaining unit and (ii) is, nor in the past three (3) years has been, subject to any strikes, material slowdowns or material work stoppages pending or threatened in writing between the Company, its Subsidiaries or Seller (as applicable) and any group of the foregoing employees. The Company, its Subsidiaries and, with respect to Employees employees of Seller that provide employee-type services to the Business, Seller are, and have been in compliance with all applicable Laws regarding employment, labor and wage and hour matters, including discrimination, retaliation, equal employment opportunity, sexual and other harassment, civil rights, immigration, safety and health, paid time off/sick pay, leaves, business expenses, workers’ compensation, classification of employees and independent contractors, classification of exempt and non-exempt status for overtime eligibility purposes, plant closing and layoff or other notices including under the Worker Adjustment and Retraining Notification Act and any and all comparable state, local and other legal requirements, and the collection and payment of withholding Taxes, social security Taxes and similar Taxes. The Company, its Subsidiaries and, with respect to employees of Seller that provide employee-type services to the Business, Seller are not, and have not been in violation of any contract with or specific promise made to employees or individuals providing employment-type services. (b) To Seller’s Knowledge, no collective bargaining agreement employee of the Company or any of its Subsidiaries is being negotiated in violation of any term of any employment contract, noncompetition agreement, or any restrictive covenant to a former employer relating to the right of such employee to be employed by the Company or any of its SubsidiariesSubsidiaries because of the nature of the business conducted or presently proposed to be conducted by Company or any of its Subsidiaries or to the use of trade secrets or proprietary information of others. Each employee of the Company and its Subsidiaries is authorized to work in the United States. Seller has current I-9 Forms for all employees of the Company and its Subsidiaries who work in the United States and for those who worked in the United States in the past three (3) years, and has complied with required processes with respect to obtaining such I-9 Forms. To Seller’s Knowledge, no employee or independent contractor, or actions taken by such employee or independent contractor, has been the Knowledge of the Company, there are no activities or proceedings target of any labor union to organize investigation by any EmployeesGovernmental Authority. There is To Seller’s Knowledge, no labor dispute, strike employee or work stoppage against independent contractor of the Company or any of its Subsidiaries pending orhas received any request by a Governmental Authority to review any Business-related records, files or other documents maintained by such employee or independent contractor. Seller has not received any request by a Governmental Authority within the last five (5) years to review employment-related records maintained by the Company and/or its Subsidiaries regarding any of the employees of the Company and/or its Subsidiaries or records related to the Knowledge relationship of the CompanyCompany or its Subsidiaries with an independent contractor. (c) To Seller’s Knowledge, threatened in the last five (5) years, no allegations of sexual or reasonably anticipated which may materially interfere with the respective business activities other harassment or discrimination have been made against any employee or officer of the Company or any of its Subsidiaries. None of In the Companylast five years, neither the Seller nor the Company nor any of its Subsidiaries has entered into any settlement agreements related to allegations of sexual or any of their respective representatives other harassment, discrimination or Employees has committed any material unfair labor practice in connection with the operation of the respective businesses other misconduct by an employee or officer of the Company or any of its Subsidiaries. . (d) There are no actions, suits, claims, labor disputes or grievances pending, pending or, to the Knowledge of Seller’s Knowledge, threatened litigation, arbitration, or administrative proceedings alleging a violation or claimed violation by the Company, threatened or reasonably anticipated relating to any labor, safety or discrimination matters involving any Employee, including, without limitation, charges of unfair labor practices or discrimination complaints, which, if adversely determined, would, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a whole. Neither or with respect to any employees of Seller providing employee-type services to the Company nor Business, Seller, related to any health, safety, wage and hour, equal employment opportunity, anti-discrimination, labor or other law, ordinance, rule regulation, or order governing the terms and conditions of its Subsidiaries has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. Neither the Company nor any of its Subsidiaries have incurred any material liability or material obligation under the Worker Adjustment and Retraining Notification Act or any similar state or local law which remains unsatisfiedemployment.

Labor. The (a) Neither the Company nor any Company Subsidiary is not presently, nor has it been in the past, a party to, to or otherwise bound by, by any collective labor or collectively bargaining agreement or union contract contract, agreement or understanding with respect to Employees and no collective bargaining agreement is being negotiated by the Company or any of its Subsidiaries. To the Knowledge of the Company, there are no activities or proceedings of any labor union to organize any Employees. There is and no labor disputeunion has requested, strike sought or work stoppage against the Company attempted to represent any employees, representatives or any of its Subsidiaries pending or, to the Knowledge of the Company, threatened or reasonably anticipated which may materially interfere with the respective business activities agents of the Company or any of its SubsidiariesCompany Subsidiary. None of the CompanyThere is no existing, threatened or pending strike, work slowdown, lockout or other similar labor disputes involving any of its Subsidiaries or any of their respective representatives or Employees has committed any material unfair labor practice in connection with the operation of the respective businesses of the Company or the Company Subsidiaries and neither the Company nor any of its Subsidiaries. There are no actions, suits, claims, the Company Subsidiaries has experienced any such labor disputes or grievances pending, or, controversy for the period commencing three (3) years prior to the Knowledge date of this Agreement. Except as set forth in Schedule 4.10(a) of the Company, threatened Disclosure Schedules or would not reasonably anticipated relating be expected to any labor, safety or discrimination matters involving any Employee, including, without limitation, charges of unfair labor practices or discrimination complaints, which, if adversely determined, wouldhave, individually or in the aggregate, be material to a Company Material Adverse Effect, each of the Company and its Subsidiaries, taken as a whole. Neither the Company nor Subsidiaries has, for the period commencing three (3) years prior to the date of this Agreement, complied with all applicable Law relating to employment, including but not limited to those related to wage, working time, overtime payment, the payment and withholding of Taxes and other sums as required by the appropriate Governmental Entity, health and safety, intern and labor agent, in all material respects; and there is no existing, threatened or pending dispute involving any of its the Company or the Company Subsidiaries nor has engaged any such dispute arisen for the period commencing three (3) years prior to the date of this Agreement and the Company has no Knowledge of any circumstance which might give rise to any such dispute that would reasonably be expected to have, individually or in any unfair labor practices within the meaning aggregate, a Company Material Adverse Effect. Except as set forth in Schedule 4.10(a) of the National Labor Relations Act. Neither Disclosure Schedules, each of the employees of the Company nor any and the Company Subsidiaries is subject to a written employment agreement with the Company or the applicable Company Subsidiary in full compliance with applicable Law. (b) The Company and each Company Subsidiary have completed the social insurance registration with the competent labor and social security authorities. The Company and each Company Subsidiary have, for the period commencing three (3) years prior to the date of its Subsidiaries this Agreement, paid the contributions in full for the statutory social insurance and housing funds for all of their employees with whom the Company and each Company Subsidiary have incurred any material liability or material obligation under the Worker Adjustment and Retraining Notification Act or any similar state or local law which remains unsatisfiedentered into employment Contracts.

Labor. The Company (a) Neither the Company, any of its Subsidiaries nor the JV is not presently, nor has it been in the past, a party to, or bound by, to any collective bargaining agreement or union contract with respect nor, to Employees and no collective bargaining the Knowledge of the Company, is any such agreement is currently being negotiated by negotiated. As of the Company or any date of its Subsidiaries. To this Agreement, to the Knowledge of the Company, there are no organizing activities or proceedings of any labor union to organize any Employees. There is no labor disputeinvolving the Company, strike or work stoppage against the Company or any of its Subsidiaries or the JV pending with any labor organization or group of employees of the Company, any of its Subsidiaries or the JV. Since January 1, 2014, there has not been any labor strike, material slowdown, picketing, lockout or material work stoppage, or, to the Knowledge of the Company, threat thereof, by or with respect to any employee of the Company, any of its Subsidiaries or the JV. (b) Except as would not reasonably be expected to have a Company Material Impact, there are no actions, charges, labor disputes, or investigations pending or, to the Knowledge of the Company, threatened by or on behalf of any employee or labor organization alleging violations of Laws relating to wage and hour (including the payment of compensation for minimum wage, hours worked, meal and rest periods, and overtime), collective bargaining, discrimination, harassment, civil rights, work eligibility and authorization, child labor, equal employment opportunity, the WARN Act, 29 U.S.C. § 2109 et seq. or the regulations promulgated thereunder, immigration, pay equity, safety and health and workers’ compensation. The Company, its Subsidiaries and the JV are, and have at all times since January 1, 2014 been, in compliance with such Laws, except as would not reasonably anticipated which may materially interfere with be expected to have a Company Material Impact. (c) To the respective business activities Knowledge of the Company, each employee of the Company, its Subsidiaries and the JV has provided appropriate documentation demonstrating that the employee is legally permitted to be employed in the jurisdiction in which such employee is employed. Except as would not reasonably be expected to have a Company or Material Impact, neither the Company, any of its Subsidiaries. None Subsidiaries nor the JV has any actual or contingent liability with respect to: (1) the misclassification of any Person as an independent contractor rather than as an employee, (2) as an “exempt” employee rather than a “non-exempt” employee (within the meaning of FLSA), (3) with respect to such Person’s status as a leased employee, or (4) with respect to any volunteers, unpaid interns, or any other unpaid workers. (d) Neither the Company, any of its Subsidiaries nor the JV has incurred any liability or obligation under the WARN Act, and the regulations promulgated thereunder, or any similar state or local Law, that remains unsatisfied, except as would not reasonably be expected to have a Company Material Impact. (e) To the Knowledge of the Company, there is no representation petition pending, threatened or anticipated with respect to any employee of the Company, any of its Subsidiaries or any of their respective representatives or Employees has committed any material unfair labor practice in connection with the operation of the respective businesses of the JV. (f) Except as would not reasonably be expected to have a Company or any of its Subsidiaries. There are no actions, suits, claims, labor disputes or grievances pending, orMaterial Impact, to the Knowledge of the Company, threatened or reasonably anticipated relating to any laborno employee of the Company, safety or discrimination matters involving any Employee, including, without limitation, charges of unfair labor practices or discrimination complaints, which, if adversely determined, would, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a whole. Neither the Company nor any of its Subsidiaries has engaged or the JV is in violation of any unfair labor practices within term of any employment Contract, non-disclosure agreement, non-competition agreement, or any restrictive covenant to a former employer relating to the meaning right of the National Labor Relations Act. Neither any such employee to be employed by the Company nor or any of its Subsidiaries have incurred any material liability or material obligation under the Worker Adjustment and Retraining Notification Act JV because of the nature of the business conducted or presently proposed to be conducted by the Company or any similar state of its Subsidiaries or local law which remains unsatisfiedto the use of trade secrets or proprietary information of others.

Labor. The (a) Seller has delivered to Purchaser a true, complete and accurate list as of May 26, 2019, of each current employee of all members of the Company Group, with such list indicating each employee’s job title, starting employment date, annual base salary or wage rate, target annual bonus, work location and vacation and time off entitlements (the “Employee List”). (b) No member of the Company Group is not presently, nor has it been in the past, a party to, or bound by, to any collective bargaining agreement or union other similar contract with respect to Employees and no collective bargaining agreement a labor union or labor organization (a “Collective Bargaining Agreement”). No Collective Bargaining Agreement is being negotiated by any member of the Company or any of its Subsidiaries. To Group and, to the Knowledge of the Company, no trade union, works council or staff association is currently seeking to represent any member of the Company Group’s employees. During the last three (3) years there are have been no activities or proceedings of any labor union to organize any Employees. There and there is no labor dispute, strike or work stoppage against the Company or any of its Subsidiaries pending or, to the Knowledge of the Company, threatened threatened, labor disputes, strikes, slowdowns, labor grievances, arbitrations or reasonably anticipated which may materially interfere with the respective business activities work stoppages against any member of the Company Group, including any Action which could result in the certification of a trade union as bargaining agent for employees or independent contractors of any of its Subsidiaries. None of the Company, any of its Subsidiaries or any of their respective representatives or Employees has committed any material unfair labor practice in connection with the operation of the respective businesses member of the Company Group. (c) Each member of the Company Group is in material compliance with all applicable Laws in respect of employment and employment practices and terms and conditions of employment and wages and hours. Without limiting the generality of the foregoing, no Person who performs or performed services in the United States has been treated as an independent contractor of any member of its Subsidiariesthe Company Group for Tax purposes, or for purposes of exclusion from any Benefit Plan, who should have been treated as an employee for such purposes. There are no actionsNo member of the Company Group has any liability by reason of an individual who performs or performed services in the United States for any member of the Company Group in any capacity being improperly excluded from participating in a Benefit Plan. Each Person who performs or performed services as an independent contractor outside of the United States has been properly classified as a contractor under local law, suits, claims, labor disputes except where any such failure would not reasonably be expected to result in a material liability to any member of the Company Group. Each employee of each member of the Company Group has been properly classified as “exempt” or grievances pending, or, to “non-exempt” under applicable Law. (d) To the Knowledge of the Company, threatened no member of the Company Group has received, at any time during the prior three (3) years, any written notice from any Governmental Authority or reasonably anticipated relating any other Person regarding any actual, alleged or potential violation of, or failure to comply with, any laborterm or requirement of any applicable Laws in respect of employment and employment practices and terms and conditions of employment and wages and hours, safety except in each case, where such actual, alleged or discrimination matters involving any Employee, including, without limitation, charges of unfair labor practices potential violation or discrimination complaints, which, if adversely determined, wouldfailure to comply, individually or in the aggregate, would not be material to the Company and its SubsidiariesGroup, taken as a whole. Neither the Company nor any of its Subsidiaries has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. Neither the Company nor any of its Subsidiaries have incurred any material liability or material obligation under the Worker Adjustment and Retraining Notification Act or any similar state or local law which remains unsatisfied.

Labor. (a) The Company is and its Subsidiaries are, and have been for the past three years, in compliance with all Applicable Laws relating to labor and employment, including, but not presently, nor has it been in the past, a party limited to, those relating to labor management relations, discrimination, sexual harassment, civil rights, affirmative action, immigration, safety and health (collectively, the “Employment Laws”), except, in each case, as would not reasonably be likely to have a Material Adverse Effect. No action, suit, investigation, audit, proceeding or bound byclaim (other than routine claims for benefits) involving the Employment Laws is pending against or involves or is threatened against or threatened to involve, any collective bargaining agreement or union contract with respect to Employees and no collective bargaining agreement is being negotiated by the Company or any of its Subsidiaries. To the Knowledge of the Company, there are no activities or proceedings of any labor union to organize any Employees. There is no labor dispute, strike or work stoppage against the Company or any of its Subsidiaries before any arbitrator or any Governmental Authority, except, in each case, as would not reasonably be likely to have a Material Adverse Effect. (b) Section 4.19(b) of the Company Disclosure Schedule lists each Collective Bargaining Agreement and any pending or, to the Knowledge of the Company’s Knowledge, threatened or reasonably anticipated which may materially interfere material labor representation request with the respective business activities respect to any Service Provider. For each Collective Bargaining Agreement set forth in Section 4.19(b) of the Company or any of its Subsidiaries. None of the CompanyDisclosure Schedule, any of its Subsidiaries or any of their respective representatives or Employees has committed any material unfair labor practice in connection with the operation of the respective businesses of the Company or any has made available to Parent a copy of its Subsidiaries. There are no actions, suits, claims, labor disputes or grievances pending, or, to the Knowledge of the Company, threatened or reasonably anticipated relating to any labor, safety or discrimination matters involving any Employee, including, without limitation, charges of unfair labor practices or discrimination complaints, which, if adversely determined, would, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a whole. such agreement. (c) Neither the Company nor any of its Subsidiaries has engaged failed to comply with the provisions of any Collective Bargaining Agreement, and there are no grievances outstanding against the Company or any of its Subsidiaries under any such agreement, except, in any unfair labor practices within the meaning each case, as would not reasonably be likely to have a Material Adverse Effect. As of the National Labor Relations Act. date hereof, there is no labor strike, slowdown, stoppage, picketing, interruption of work or lockout pending or, to the Company’s Knowledge, threatened against or affecting the Company or any of its Subsidiaries, except, in each case, as would not reasonably be likely to have a Material Adverse Effect. (d) The consent or consultation of, or the rendering of formal advice by, any labor or trade union, works council or other employee representative body is not required for the Company to enter into this Agreement or to consummate any of the transactions contemplated hereunder. (e) Neither the Company nor any of its Subsidiaries has taken any action that would reasonably be expected to cause Parent or any of its Affiliates to have incurred any material liability or material other obligation following the Effective Time under the Worker Adjustment and Retraining Notification Act or any similar state or local law which remains unsatisfiedWARN, except, in each case, as would not reasonably be likely to have a Material Adverse Effect.

Labor. The Company is not presently, Neither the Borrower nor has it been in the past, a party to, or bound by, any collective bargaining agreement or union contract with respect to Employees and no collective bargaining agreement is being negotiated by the Company or any of its Subsidiaries. To the Knowledge of the Company, there are no activities or proceedings of any labor union to organize any Employees. There is no labor dispute, strike or work stoppage against the Company or any of its Subsidiaries pending or, to the Knowledge of the Company, threatened or reasonably anticipated which may materially interfere with the respective business activities of the Company or is engaged in any of its Subsidiaries. None of the Company, any of its Subsidiaries or any of their respective representatives or Employees has committed any material unfair labor practice in connection with the operation of the respective businesses of the Company or any of its Subsidiariesthat could reasonably be expected to have a Material Adverse Effect. There are no actionsExcept as, suits, claims, labor disputes or grievances pending, or, to the Knowledge of the Company, threatened or reasonably anticipated relating to any labor, safety or discrimination matters involving any Employee, including, without limitation, charges of unfair labor practices or discrimination complaints, which, if adversely determined, would, either individually or in the aggregate, could not reasonably be material expected to have a Material Adverse Effect: (a) there is no significant unfair labor practice complaint pending against the Company and its Subsidiaries, taken as a whole. Neither the Company nor Borrower or any of its Subsidiaries has engaged in or, to the knowledge of the Borrower, threatened against any unfair labor practices within the meaning of them before the National Labor Relations Act. Neither Board or any similar Governmental Authority in any jurisdiction, and no significant grievance or significant arbitration proceeding arising out of or under any collective bargaining agreement is so pending against the Company nor Borrower or any of its Subsidiaries or, to the knowledge of the Borrower, threatened against any of them, (b) no significant strike, labor dispute, slowdown or stoppage is pending against the Borrower or any of its Subsidiaries or, to the knowledge of the Borrower, threatened against the Borrower or any of its Subsidiaries, (c) to the knowledge of the Borrower, no question concerning union representation exists with respect to the employees of the Borrower or any of its Subsidiaries, (d) hours worked by and payment made to employees of the Borrower or any of its Subsidiaries within the past five years have incurred any material liability or material obligation under not been in violation of the Worker Adjustment and Retraining Notification Fair Labor Standards Act or any similar state other applicable law dealing with such matters, and (e) all payments due from the Borrower or local law which remains unsatisfiedany of its Subsidiaries on account of employee health and welfare insurance have been paid or accrued as a liability on the books of the relevant entity.

Labor. The (a) Schedule 3.15(a) sets forth a list of each of the employees of the Company and its Subsidiaries as of the date hereof. None of the current employees of the Company or any of its Subsidiaries (“Employees”) is not presentlyrepresented in his or her capacity as an employee of the Company or any of its Subsidiaries by any labor organization, other than with respect to a foreign Underlying Project or any Law of the jurisdiction in which employees of such Underlying Project are located that functions as a labor agreement or provides protection for groups of individuals under common employment. Neither the Company nor any of its Subsidiaries has recognized any labor organization nor has any labor organization been elected as the collective bargaining agent of any Employees, nor has it been in the past, a party to, Company or bound by, any of its Subsidiaries entered into any collective bargaining agreement or union contract with respect to Employees and recognizing any labor organization as the bargaining agent of any Employees. There is no collective bargaining agreement is being negotiated by the Company or union organization activity involving any of its Subsidiaries. To the Employees pending or, to the Knowledge of the Company, threatened, nor has there are no activities or proceedings ever been union representation involving any of any labor union to organize any the Employees. There is are no labor disputestrikes, strike slowdowns or work stoppage stoppages pending or, to the Knowledge of the Company, threatened. There are no complaints, petitions, proceedings, charges or claims against the Company or any of its Subsidiaries pending or, to the Knowledge of the Company, threatened which could be brought or reasonably anticipated which may materially interfere filed with any Governmental Body based on, arising out of, in connection with, or otherwise relating to the respective business activities employment or termination of employment of, or failure by the Company or any of its Subsidiaries. None of the CompanySubsidiaries to employ, any individual, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of its Subsidiaries is in material compliance with all Laws relating to the employment of labor, including all such Laws relating to wages, hours, WARN, collective bargaining or labor relations, discrimination, civil rights, safety and health, workers’ compensation, worker and workplace protection and the collection and payment of withholding and/or social security Taxes and any of their respective representatives similar Tax except for immaterial non-compliance. There has been no “mass layoff” or Employees has committed any material unfair labor practice in connection “plant closing” as defined by WARN with the operation of the respective businesses of respect to the Company or any of its Subsidiaries. There are no actions, suits, claims, labor disputes or grievances pending, orSubsidiaries within the previous six months. (b) Except as set forth on Schedule 3.15(b), to the Knowledge of the Company, (i) there is no labor organization representing any of the employees of any Underlying Project, nor have such employees entered into any collective bargaining agreement or union contract; (ii) there is no union organization activity involving any of the employees of any Underlying Project pending or threatened, (iii) there are no strikes, slowdowns or work stoppages pending at any Underlying Project or threatened, (iv) there are no complaints, petitions, proceedings, charges or claims against the Underlying Project pending or threatened which could be brought or reasonably anticipated filed with any Governmental Body based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of, or failure by the Company or any laborof its Subsidiaries to employ, safety or discrimination matters involving any Employeeindividual, including, without limitation, charges of unfair labor practices or discrimination complaints, which, if adversely determined, wouldexcept as would not, individually or in the aggregate, be material expected to have a Material Adverse Effect; and (v) each Underlying Project is in compliance with all Laws relating to the Company employment of labor, including all such Laws relating to wages, hours, WARN, collective bargaining and its Subsidiarieslabor relations, taken as a whole. Neither discrimination, civil rights, safety and health, workers’ compensation, worker and workplace protection and the Company nor any collection and payment of its Subsidiaries has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. Neither the Company nor any of its Subsidiaries have incurred any material liability or material obligation under the Worker Adjustment withholding and/or social security Taxes and Retraining Notification Act or any similar state or local law which remains unsatisfiedTax except for immaterial non-compliance.

Labor. The Neither the Company nor any of its Subsidiaries is not presently, nor has it been in the past, a party to, to or bound by, by any collective bargaining agreement or union contract similar agreement with respect to Employees and no collective bargaining any labor organization or other representative of any Company Employees, nor is any such agreement is being negotiated by the Company or any of its Subsidiaries. To the Knowledge Subsidiaries as of the Companydate hereof. As of the date hereof, there are no activities material labor strikes, material work stoppages, slowdowns, lockouts or proceedings of any similar material labor union to organize any Employees. There is no labor dispute, strike or work stoppage against the Company or any of its Subsidiaries disputes pending or, to the Knowledge of the Company, threatened or reasonably anticipated which may materially interfere with the respective business activities of against the Company or any of its Subsidiaries. None Except as has not had, or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (a) the Company and its Subsidiaries are in compliance with all applicable Laws respecting labor and employment, including terms and conditions of employment, immigration, workers’ compensation, layoffs, compensation and benefits, wages and hours and overtime exemption classifications and (b) there are no (i) unfair labor practice charges or complaints pending against the Company or any Subsidiary before the National Labor Relations Board or any other labor relations tribunal or authority, (ii) to the Knowledge of the Company, union organizing efforts regarding any of its Subsidiaries Company Employees or (iii) liabilities or obligations under the Worker Adjustment and Retraining Notification Act and the regulations promulgated thereunder or any of their respective representatives similar state or Employees has committed any material unfair labor practice in connection with the operation local Law that remain unsatisfied. As of the respective businesses date of the Company or any of its Subsidiaries. There this Agreement, there are no actions, suits, claims, labor disputes or grievances pending, pending or, to the Knowledge of the Company, threatened actions or reasonably anticipated proceedings against the Company or any of its Subsidiaries relating to any laborcurrent or former employees or labor or employment practices, safety except as has not had, or discrimination matters involving any Employee, including, without limitation, charges of unfair labor practices or discrimination complaints, which, if adversely determined, wouldwould not reasonably be expected to have, individually or in the aggregate, be material a Material Adverse Effect. Notwithstanding any other provisions of this Agreement to the Company contrary, the representations and its Subsidiaries, taken as a whole. Neither warranties made in this Section 4.12 and Section 4.9 are the sole and exclusive representations and warranties of the Company nor any of its Subsidiaries has engaged in any unfair with respect to labor practices within the meaning and employment matters and no other representation or warranty of the National Labor Relations Act. Neither the Company nor contained herein shall be construed to relate to labor and employment matters (including their compliance with any of its Subsidiaries have incurred any material liability or material obligation under the Worker Adjustment and Retraining Notification Act or any similar state or local law which remains unsatisfiedapplicable Law).

Labor. The Company is not presently, nor has it been in the past, a party to, or bound by, any collective bargaining agreement or union contract with respect to Employees and no collective bargaining agreement is being negotiated by the Company or any of its Subsidiaries. To the Knowledge Except as set forth on Section 3.16 of the Company, there Sellers Disclosure Schedule: (a) no employees are no activities or proceedings of represented by any labor union to organize any Employeesorganization. There is no No labor disputeorganization or group of employees has made a pending demand for recognition, strike proceedings or work stoppage against the Company or any of its Subsidiaries petitions seeking a representation proceeding presently pending or, to the Knowledge of the CompanyTranselec Entities, threatened to be brought or reasonably anticipated which may materially interfere filed, with the respective business activities applicable labor relations tribunal. To the Knowledge of the Company Transelec Entities, there is no organizing activity involving the Transelec Entities pending or threatened by any labor organization or group of its Subsidiaries. None employees. (b) As of the Companydate hereof, any of its Subsidiaries or any of their respective representatives or Employees has committed any material unfair labor practice in connection with the operation of the respective businesses of the Company or any of its Subsidiaries. There there are no actions(i) strikes, suitswork stoppages, claimsslowdowns, lockouts or arbitrations or (ii) material grievances or other labor disputes or grievances pending, pending or, to the Knowledge of the CompanyTranselec Entities, threatened against or reasonably anticipated relating to any laborinvolving the Transelec Entities. Except as set forth at Section 3.16 of the Sellers Disclosure Schedule, safety or discrimination matters involving any Employee, including, without limitation, charges of there are no unfair labor practices practice charges, grievances or discrimination complaintscomplaints pending or, whichto the Knowledge of the Transelec Entities, if adversely determinedthreatened by or on behalf of any employee or group of employees, wouldexcept for such practice, grievances or complaints which would not reasonably be expected to have, individually or in the aggregate, a Transelec Material Adverse Effect. (c) There are no complaints, charges or claims against the Transelec Entities pending or, to Knowledge of the Transelec Entities, threatened that could be material brought or filed, with any Governmental Entity based on, arising out of, in connection with or otherwise relating to the Company and its Subsidiariesemployment or termination of employment of or failure to employ, taken as any individual, except for complaints, changes based on rights established by applicable Laws or claims which would not reasonably be expected to have, individually or in the aggregate, a wholeTranselec Material Adverse Effect. Neither the Company nor any of its Subsidiaries has engaged in any unfair labor practices within the meaning Each of the National Labor Relations Act. Neither Transelec Entities is in compliance with all Laws relating to the Company nor employment of labor, including all such Laws relating to wages, hours, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation, loans (including loans made to any director of its Subsidiaries have incurred any material liability or material obligation under the Worker Adjustment Transelec Entities) and Retraining Notification Act or the collection and payment of withholding and/or retirement taxes and any similar state tax, except for such breaches which would not reasonably be expected to have, individually or local law which remains unsatisfiedin the aggregate, a Transelec Material Adverse Effect.