(b) As of the date hereof, (i) there is no material strike, slowdown, work stoppage,
lockout, walk out, job action, picketing or other labor dispute, pending, or, to the knowledge of Parent, threatened and (ii) there is no claim, grievance or complaint pending or, to the knowledge of Parent, threatened relating to wages and
hours, leave of absence, plant closing notification, employment statute or regulation, workplace harassment, privacy right, labor dispute, workers compensation policy or long-term disability policy, safety, retaliation, immigration or
discrimination matters involving any current or former employee that involves a material liability or material potential liability, including charges of unfair labor practices (including equal employment opportunity Laws), or material complaints
concerning terms and conditions of employment, occupational safety and health, affirmative action, employee privacy or harassment.
(c)
Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent and its Subsidiaries are in compliance with all applicable Laws respecting labor, employment, fair employment and labor
practices (including equal employment opportunity Laws), discrimination and harassment, retaliation, immigration, sexual harassment, terms and conditions of employment, workers compensation, occupational safety and health, affirmative action,
employee privacy, wages and hours, classification of workers and employees, notice and other requirements under the Worker Adjustment and Retraining Notification Act of 1988 and any other similar applicable foreign, state, or local statutes or
regulations of any jurisdiction relating to any plant closing or mass layoff (or similar triggering event), and wages and hours.
Section 4.11
Privacy Policies
. Except as has not had, and would not reasonably be expected to have, a Parent Material Adverse
Effect, Parent and its Subsidiaries (i) have privacy policies regarding the collection and use of Personal Information and (ii) since October 1, 2016 have complied with their respective privacy policies and all applicable Laws
regarding information privacy and security and the collection, use, disposal, disclosure, maintenance and transmission of Personal Information in connection with business and operations of the Parent and its Subsidiaries. Since October 1, 2016,
there has been no unauthorized access to or misuse of any Personal Information maintained by or on behalf of the Parent or its Subsidiaries in a manner that, individually or in the aggregate, would reasonably be expected to result in a Parent
Material Adverse Effect.
Section 4.12
Absence of Changes
. Since the filing of Parents Annual Report on Form
10-K
for the fiscal year ended December 31, 2017, (a) Parent has conducted its business in the ordinary course and (b) there has not been any effect, change, event, occurrence, development, circumstance,
condition or state of facts that, individually or in the aggregate, has had, or would reasonably expected to have a Parent Material Adverse Effect.
Section 4.13
Compliance with Laws; Licenses; Regulatory Matters
.
(a) Except as would not, individually or in the aggregate, be reasonably expected to have a Parent Material Adverse Effect or prevent or
materially impair the ability of Parent to consummate the transactions contemplated by this Agreement, the businesses of Parent and its Subsidiaries are and, since October 1, 2016, have been in compliance with all applicable Law.
(b) Each of Parent and its Subsidiaries is in compliance in all material respects with relevant sanctions and export control Laws and
regulations applicable to Parent and its Subsidiaries, including the United States International Traffic in Arms Regulations, the Export Administration Regulations, and United States sanctions Laws and regulations administered by OFAC, except as
would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.
(c) None of Parent or its
Subsidiaries is the subject of any pending or, to Parents knowledge, threatened (in writing) investigation by any other Governmental Body, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material
Adverse Effect or prevent or materially impair the ability of Parent to consummate the transactions contemplated by this Agreement.
(d)
Parent and its Subsidiaries each has all material permits, clearances, authorizations, licenses, registrations and other Governmental Authorizations required by any foreign or domestic Governmental Body to
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