amount of compensation due to any such individual; or (iii) increase the amount payable or result in any other material obligation pursuant to any Benefits Plan. No Benefits Plan provides
for the gross-up or reimbursement of Taxes under Section 409A of the Code.
(h) Except as has not had, no would reasonably be expected to have, individually or in the aggregate, a Company Material
Adverse Effect, each of the Acquired Companies: (i) is in compliance with all applicable Laws and agreements respecting hiring, employment, termination of employment, plant closing and mass layoff, employment discrimination, harassment,
retaliation and reasonable accommodation, leaves of absence, terms and conditions of employment, wages and hours of work, employee health and safety, leasing and supply of temporary and contingent staff, engagement of independent contractors,
including proper classification of same, payroll taxes and immigration with respect to employees of the Company and contingent workers and (ii) is in compliance with all applicable Laws relating to the relations between it and any labor
organization, trade union, work council or other body representing employees of the Company.
(i) None of the Acquired
Companies is party to, or, subject to, any collective bargaining agreement or other agreement with any labor organization, work council or trade union with respect to any of its or their operations. No material work stoppage, slowdown or labor
strike against any of the Acquired Companies has occurred in the last two (2) years or, to the knowledge of the Company, is pending or threatened. None of the employees of the Company are represented by a labor organization, work council or
trade union and, to the knowledge of the Company, there is no organizing activity.
(j) Except as has not had, nor would
reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no material Legal Proceedings, government investigations, or labor grievances pending, or, to the knowledge of the Company, threatened
relating to any employment related matter involving any employee of the Company or applicant, including, but not limited to, 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 or other alleged violations of Law.
Section 4.19. Environmental Matters.
(a) The Acquired Companies are, and have been since January 1,
2019, in compliance with Environmental Laws, except as has not had, individually or in the aggregate, a Company Material Adverse Effect;
(b) Except as has not had, individually or in the aggregate, a Company Material Adverse Effect, to the knowledge of the
Company, there have been, since January 1, 2019, no Releases of Hazardous Materials at any property currently or formerly owned, operated or otherwise used by the Acquired Companies, or by any predecessors of any Acquired Company, which
Releases are reasonably likely to result in liability to the Company under Environmental Law, and, no Acquired Company has received any written notice asserting a liability or obligation under any Environmental Laws with respect to the
investigation, remediation, removal, or monitoring of the Release of any Hazardous Materials at or from any property currently or formerly owned, operated, or otherwise used by the Company, or at or from any
off-site location where Hazardous Materials from the Acquired Companies operations have been sent for treatment, disposal storage or handlings.
Section 4.20. Brokers or Finders. No investment banker, broker, finder, consultant or intermediary
other than B. Riley Securities, Inc. (the Financial Advisor) is entitled to any investment banking, brokerage, finders or similar fee or commission in connection with this Agreement or the Merger based upon arrangements made
by or on behalf of any of the Acquired Companies. The Company has made available to Parent a copy of its engagement letter with the Financial Advisor.
Section 4.21. Opinion of Financial Advisor. The Special Committee has received the opinion of the
Financial Advisor to the effect that, as of the date of such opinion and based upon and subject to the qualifications, limitations, assumptions and other matters considered by the Financial Advisor in connection with
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