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material respects with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety, plant closings, mass layoffs, and wages and hours. Each of Company and Company Subsidiaries has reasonably classified under all applicable Laws any workers it deems independent contractors, except to the extent that such mis-classification would not be material to Company and Company Subsidiaries, taken as a whole. Each of Company and Company Subsidiaries has reasonably classified any workers exempt from minimum wage and/or overtime and their minimum wage and overtime calculations comply with applicable Laws, except to the extent that such mis-classification would not be material to Company and Company Subsidiaries. There are no material controversies pending or, to the Knowledge of Seller, threatened between Company, Company Subsidiaries and any of its current or former employees which have resulted in, or would reasonably be expected to result in, an action, suit, proceeding, claim, arbitration or investigation before any Governmental Entity.

Section 3.14 Environmental Compliance and Disclosure .

(a) Except as has not had, or could not reasonably be expected to have a Material Adverse Effect on Company: (i) each of Company and each Company Subsidiary possesses, and is in compliance with, all permits, licenses, registrations and governmental authorizations and has filed all registrations and notices that are required under, all Environmental Laws applicable to Company or any Company Subsidiary, as applicable, true and complete copies of which have been made available to Buyer, (ii) there are no proceedings, investigations or inquiries pending, or, to Seller’s knowledge, threatened to cancel, modify, or not renew any such permits, licenses, registrations or governmental authorizations, and (iii) Company and each Company Subsidiary is in compliance with all applicable limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in those Environmental Laws.

(b) Neither Company nor any Company Subsidiary has received written notice of actual or threatened or potential liability, or request for information that would be material to the business of Company and Company Subsidiaries, taken as a whole, under CERCLA or any similar applicable state or local statute or ordinance from any governmental agency.

(c) Except as has not had, or could not reasonably be expected to have a Material Adverse Effect on Company, no Hazardous Materials have ever been or are being spilled, released, discharged, disposed, placed, or, to the Knowledge of Seller, migrated, or otherwise caused to become located in any environmental medium, including, without limitation, soil, sub-surface strata, air, water or ground water, under, at, or upon any Site currently or previously owned or leased by Company or any Company Subsidiary.

(d) Neither Company nor any Company Subsidiary has entered into or agreed to, nor does either contemplate entering into, any material consent or Order, and neither Company nor any Company Subsidiary is subject to any material consent or Order, in either case, relating to compliance with, or the investigation, management or cleanup of Hazardous Materials under, any applicable Environmental Laws.

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