Common use of Labor Relations; Compliance Clause in Contracts

Labor Relations; Compliance. Since December 30, 2010, Seller has not been and is not a party to any collective bargaining or other labor Contract except as set forth in Schedule 4.19 to the Disclosure Memorandum. Since December 30, 2010, there has not been, there is not presently pending or existing, and to Knowledge of Seller there is not Threatened, (a) any strike, slowdown, picketing, work stoppage, or employee grievance process (b) except as set forth on Schedule 4.19 to the Disclosure Memorandum any Proceeding against or affecting Seller relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting Seller or its premises, or (c) any application for certification of a collective bargaining agent. To the Knowledge of Seller no event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by Seller, and Seller contemplates no such action. Seller has complied in all respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing. Seller is not liable for the payment of any compensation, damages, taxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements.

Labor Relations; Compliance. Since December 30, 2010Except as set forth on Schedule 4.26, Seller has not been and been, nor is not it, a party to any collective bargaining or other labor Contract except contract with respect to the operation or conduct of the Business. Except as set forth in on Schedule 4.19 4.26, with respect to the Disclosure Memorandum. Since December 30, 2010operation or conduct of the Business, there has not been, there is not presently pending or existing, existing and to the Knowledge of Seller there is not Threatened, Threatened (a) any strike, slowdown, picketing, work stoppage, stoppage or employee grievance process process; (b) except as set forth on Schedule 4.19 to the Disclosure Memorandum any Proceeding against or affecting Seller relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee, former employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, Commission or any comparable Governmental BodyAuthority, organizational activity, activity or other labor or employment dispute against or affecting Seller or its premises, the Business; or (c) any application for certification of a collective bargaining agent. To the Knowledge of Seller Seller, no event has occurred or circumstance exists that could is likely to provide the basis for any work stoppage or other labor disputedispute with respect to the Business. There is no lockout of any employees of the Business by Seller and no such action is contemplated by Seller. To the Knowledge of Seller, and Seller contemplates no such action. Seller has complied is in substantial compliance in all material respects with all material Legal Requirements governing the Business relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, health and plant closingclosing where non-compliance would have an Adverse Effect. Except as set forth on Schedule 4.26, Seller is not liable for the payment of any compensation, damages, taxes, fines, penalties, penalties or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements.

Labor Relations; Compliance. Since December 30January 1, 20101999, Seller no Acquired Company has not been and or is not a party to any collective bargaining or other labor Contract except as set forth in Schedule 4.19 to the Disclosure MemorandumContract. Since December 30January 1, 20101999, there has not been, there is not presently pending or existing, and to Sellers' Knowledge of Seller there is not Threatened, (a) any strike, slowdown, picketing, work stoppage, or employee grievance process process, (b) except as set forth on Schedule 4.19 to the Disclosure Memorandum any Proceeding against or affecting Seller any Acquired Company relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting Seller any of the Acquired Companies or its their premises, or (c) any application for certification of a collective bargaining agent. To the Sellers' Knowledge of Seller no event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by Sellerany Acquired Company, and Seller contemplates no such actionaction is contemplated by any Acquired Company. Seller Each Acquired Company has complied in all respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing. Seller No Acquired Company is not liable for the payment of any compensation, damages, taxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements.

Labor Relations; Compliance. Since December 30, 2010Except as set forth on Schedule 6.18, Seller has not been and been, nor is not it, a party to any collective bargaining or other labor Contract except contract with respect to the operation or conduct of the Business. Except as set forth in on Schedule 4.19 6.18, with respect to the Disclosure Memorandum. Since December 30, 2010operation or conduct of the Business, there has not been, there is not presently pending or existing, existing and to the Knowledge of Seller there is not Threatened, Threatened (a) any strike, slowdown, picketing, work stoppage, stoppage or employee grievance process process; (b) except as set forth on Schedule 4.19 to the Disclosure Memorandum any Proceeding against or affecting Seller relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee, former employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, Commission or any comparable Governmental Body, organizational activity, activity or other labor or employment dispute against or affecting Seller or its premises, the Business; or (c) any application for certification of a collective bargaining agent. To the Knowledge of Seller Seller, no event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor disputedispute with respect to the Business. There is no lockout of any employees of the Business by Seller and no such action is contemplated by Seller. To the Knowledge of Seller, and Seller contemplates no such action. Seller has complied is in substantial compliance in all material respects with all material Legal Requirements governing the Business relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, health and plant closingclosing where non-compliance would have an Adverse Effect. Except as set forth on Schedule 6.18, Seller is not liable for the payment of any compensation, damages, taxes, fines, penalties, penalties or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements.

Labor Relations; Compliance. Since December 30, 2010, Seller has not been and is The Acquired Companies are not a party to any and have no obligation under collective bargaining or other similar labor Contract except contracts. Except as set forth in Schedule 4.19 to the Disclosure Memorandum. Since December 303.22, 2010since January 1, 2007, there has not been, there is not presently pending or existing, and to Knowledge of Seller there is not Threatened, Threatened (a) any strike, slowdown, picketing, or work stoppage, or employee grievance process (b) except as set forth on Schedule 4.19 to the Disclosure Memorandum any Proceeding against or affecting Seller the Acquired Companies relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting Seller the Acquired Companies or its their premises, or (c) any application for certification of a collective bargaining agent. To the Knowledge of Seller no event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by Selleran Acquired Company, and Seller contemplates no such actionaction is contemplated by an Acquired Company. Seller has The Acquired Companies have complied in all respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing. Seller is The Acquired Companies are not liable for the payment of any compensation, damages, taxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements.

Labor Relations; Compliance. Since December 30Except as set forth on Schedule 2.15, 2010, Seller none of the Sellers has not been and or is not a party to any collective bargaining or other labor Contract except contract since its inception. Except as set forth in on Schedule 4.19 to the Disclosure Memorandum. 2.15, Since December 30January 1, 20101994, there has not been, there is not presently pending or existing, and to Knowledge of Seller Sellers' and Key Employees' knowledge there is not Threatenedthreatened, (a) any strike, slowdown, picketing, work stoppage, or employee grievance process process, (b) except as set forth on Schedule 4.19 to the Disclosure Memorandum any Proceeding Claim against or affecting Seller the Sellers relating to the alleged violation of any Legal Requirement Laws and Regulations pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Bodygovernmental body, organizational activity, or other labor or employment dispute against or affecting Seller any of the Sellers or its premisestheir Premises, or (c) any application for certification of a collective bargaining agent. To the Knowledge knowledge of Seller the Sellers and the Key Employees, no event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor disputedispute or any employee grievance which might have an adverse effect on Sellers. There has not been and there is presently no lockout of any employees by Sellerany of the Sellers, and Seller contemplates no such actionaction is contemplated by any of the Sellers. Seller No private agreement restricts Sellers from relocating, closing or terminating any of their operations or facilities. Each of the Sellers has complied in all respects with all Legal Requirements Laws and Regulations relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing, except where the failure to comply would not have a Material Adverse Effect on the Business or the Acquired Assets. Seller None of the Sellers is not liable for the payment of any compensation, damages, taxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal RequirementsLaws and Regulations except for such failures to comply which would not have a Material Adverse Effect on the Business or the Acquired Assets.

Labor Relations; Compliance. Since December 30, 2010, Seller has not been and is not a party to any collective bargaining or other labor Contract except Except as set forth in Schedule 4.19 to 4.16, Seller does not have any employment, collective bargaining, or union agreements of any kind whatsoever affecting the Disclosure MemorandumBusiness nor does Seller have any Knowledge that organizing efforts involving Employees of the Business have occurred within the past three (3) years. Since December 30January 1, 20102003, there has not been, there is not presently pending or existingexisting and, and to the Knowledge of Seller Seller, there is not Threatened, (a) any strike, slowdown, picketing, work stoppage, or employee grievance process or (b) except as set forth on Schedule 4.19 to the Disclosure Memorandum any Proceeding against or affecting Seller Seller’s Business relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting Seller Seller’s Business or its premisesthe Facility, or (c) any application for certification of a collective bargaining agent. To agent in connection with the Knowledge of Seller no event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor disputeBusiness. There is no lockout of any employees Employees by Seller, and Seller contemplates no such actionaction is contemplated by Seller. Seller has complied in all material respects with all Legal Requirements affecting the Business relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of income, social security and similar taxesTaxes, occupational safety and health, and plant closingclosings. Seller is not liable for the payment of any compensation, damages, taxesTaxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal RequirementsRequirements referenced in this Section 4.16.

Labor Relations; Compliance. Since December 30January 1, 20102000, Seller Dxxx has not been and or is not a party to any collective bargaining or other labor Contract except as set forth in Schedule 4.19 contract related to the business of the Business. Except as disclosed in Part 3.18 of the Disclosure Memorandum. Since December 30Letter, 2010since January 1, 2000, as relates to the business of the Business, there has not been, there is not presently pending or existing, and to Dana’s Knowledge of Seller there is not Threatened, threatened (a) any strike, slowdown, picketing, work stoppage, or employee grievance process process, (b) except as set forth on Schedule 4.19 to the Disclosure Memorandum any Proceeding proceeding against or affecting Seller Dxxx relating to the alleged violation of any Legal Requirement legal requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Bodybody, organizational activity, or other labor or employment dispute against or affecting Seller or its premisesDxxx as relates to the Business, or (c) any application for certification of a collective bargaining agent. To the Knowledge of Seller no event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees related to the business of the Business by SellerDxxx, and Seller contemplates no such actionaction is contemplated by Dxxx. Seller As relates to the business of the Business, Dxxx has complied in all material respects with all Legal Requirements legal requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing. Seller Dxxx is not liable for the payment of any material compensation, damages, taxes, fines, penalties, or other amounts, however designated, for any failure to comply with any of the foregoing Legal Requirementslegal requirements.

Labor Relations; Compliance. Since December 30, 2010, Seller The Company has not ever been and is not a party to any collective bargaining or other labor Contract except as set forth in Schedule 4.19 Contract, and has never been part of a consolidated or controlled group of companies that was a party to the Disclosure Memorandumany collective bargaining or other labor Contract. Since December 30January 1, 20102001, there has not been, there is not presently pending or existing, and and, to Knowledge of Seller the Company’s Knowledge, there is not Threatenedthreatened, (a) any strike, slowdown, picketing, work stoppage, or employee grievance process process, (b) except as set forth on Schedule 4.19 to the Disclosure Memorandum any Proceeding against or affecting Seller the Company relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting Seller the Company or any of its premises, or (c) any application for certification of a collective bargaining agent. To the Knowledge of Seller no No event has occurred or circumstance exists that reasonably could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by Sellerthe Company, and Seller contemplates no such actionaction is contemplated by the Company. Seller The Company has complied in all material respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing. Seller The Company is not liable for the payment of any compensation, damages, taxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements.

Labor Relations; Compliance. Since December 30Except as set forth in Section 3.19 of the Disclosure Letter, 2010since May 21, Seller 2000, no Acquired Company has not been and or is not a party to any collective bargaining or other labor Contract except Contract. Except as set forth in Schedule 4.19 to Section 3.19 of the Disclosure Memorandum. Since December 30disclosure letter, 2010since May 21, 2000, there has not been, there is not presently pending or existing, and to Sellers' and the Acquired Companies' Knowledge of Seller there is not Threatened, (a) any strike, slowdown, picketing, work stoppage, or employee grievance process process, (b) except as set forth on Schedule 4.19 to the Disclosure Memorandum any Proceeding against or affecting Seller any Acquired Company relating to the alleged violation of any applicable Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting Seller any of the Acquired Companies or its EAIDA or their premises, or (c) any application for certification of a collective bargaining agent. To the Knowledge of Seller no No event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by Sellerany Acquired Company, and Seller contemplates no such actionaction is contemplated by any Acquired Company. Seller Each Acquired Company has complied in all respects with all applicable Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxesTaxes, occupational safety and health, and plant closing. Seller No Acquired Company is not liable for the payment of any compensation, damages, taxesTaxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal RequirementsRequirements applicable to such Acquired Company.