Labor and Employment Matters (a) Section 3.19(a) of the Seller Disclosure Schedule contains a true, correct and complete list as of the date of this Agreement of the names and current annual salary rates or current hourly wages (as applicable), bonus opportunity, hire date, accrued vacation and paid-time-off, principal work location, employer and leave status of all Business Employees and each such employee’s status as being exempt or nonexempt from the application of state and federal wage and hour laws applicable to employees who do not occupy a managerial, administrative, or professional position.
(b) Each of the Sold Companies is in material compliance with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work, employment standards, human rights, pay equity, privacy, workers compensation, workplace safety and insurance, labor relations, occupational safety and health and other labor and employment-related matters. There are no unfair labor practice complaints before the National Labor Relations Board or any other Governmental Entity, grievances, complaints, claims or judicial or administrative proceedings, in any case, which are pending or, to the Knowledge of Seller, threatened by or on behalf of any Business Employees, and the Sold Companies have not received any notice that any representation or petition respecting the Business Employees has been filed with the National Labor Relations Board or any other Governmental Entity.
(c) Except as set forth on Section 3.19(c) of the Seller Disclosure Schedule, the Sold Companies have not experienced since August 26, 2011 (and to the Knowledge of Seller, between January 1, 2010 and August 26, 2011), and to the Knowledge of Seller, there are no pending or threatened, labor disputes, grievances, work stoppages, requests for representation, pickets, work slow-downs or any actions or arbitrations that involve the labor or employment relations of the Sold Companies or the Business Employees. None of the Sold Companies is (i) a party to, and no Business Employee is covered by, any collective bargaining agreement or other Contract or understanding with a labor union or organization or (ii) obligated to inform or consult any works council with respect to the transactions contemplated by this Agreement. The Sold Companies are not currently engaged in any negotiation with any labor union or organization, and no union, or other employee organization is currently representing or purporting to represent any Business Employees and, to the Knowledge of Seller, there are no organizational efforts by any labor organization or any group of employees with respect to the formation or recognition of a collective bargaining unit presently being made involving Business Employees.
(d) Section 3.19(d) of the Seller Disclosure Schedule contains a list of all individual independent contractors, individual consultants, individual agents or individual agency employees engaged as of the date of this Agreement by the Sold Companies, along with the position, date of retention and rate of remuneration for each such Person.
(e) Except as set forth on Section 3.19(e) of the Seller Disclosure Schedule, none of the Sold Companies has effectuated since August 26, 2011 (and to the Knowledge of Seller, between January 1, 2010 and August 26, 2011), nor does any Sold Company currently have plans to effectuate (i) a “plant closing,” as defined in the Worker Adjustment and Retraining Notification Act (the “WARN Act”), (ii) a “mass layoff” (as defined in the WARN Act) or (iii) such other layoff, reduction in force or employment terminations sufficient in number to trigger application of any similar state or local law which would be material.
