Common use of Employee Benefits; Labor Matters Clause in Contracts

Employee Benefits; Labor Matters. (a) All Employees are employees-at-will and are employed for an indefinite term. Seller does not have any written or enforceable oral or written employment contracts with any Employees or any other Persons, except as set forth on Schedule 5.10(a). (b) Subject to the litigation described on Schedule 5.5, the following applies with respect to labor issues: (i) To the knowledge of Seller and Owner, the Business is in compliance in all respects with all applicable laws respecting (A) employment and employment practices, terms and conditions of employment, occupational safety and health and wages and hours and (B) each Benefit Arrangement (if any); (ii) there is no unfair labor practice complaint or charge relating to the Business pending or, to the knowledge of Seller and Owner, threatened before the National Labor Relations Board; (iii) there is no labor strike, dispute, slowdown or stoppage pending or, to the knowledge of Seller and Owner, threatened against or affecting the Business, and there has been no such job action during the past three years; (iv) there are no administrative charges or court complaints pending or, to the knowledge of Seller and Owner, threatened against the Seller before the U.S. Equal Employment Opportunity Commission or any state or federal court or agency concerning alleged employment discrimination or any other matters relating to the employment of labor; (v) Seller has complied with all applicable provisions of the Immigration Reform and Control Act; and (vi) none of the Employees is subject to a collective bargaining or labor union agreement and no representation question exists respecting the Employees, and, to the knowledge of Seller or Owner, there are no current organizing activities among the Employees. (c) Seller does not maintain, nor has it maintained, for the benefit of any Employee, any Benefit Arrangement, other than as identified on Schedule 5.10(c). Seller has not done anything, nor failed to do anything, which would cause Purchaser to be liable to Seller’s Employees, former Employees, retirees, their beneficiaries or any other Person, government or government agency because of or arising out of any such plans or any other employee beneficiary of plans of Seller whatsoever. Correct and complete copies of any Benefit Arrangements have been or will be provided to Purchaser. All Benefit Arrangements are in compliance in all material respects with their respective governing documents or agreements and any and all applicable Law. Since January 1, 2021, there has been no material change in any information disclosed on Schedule 5.10(c) except as set forth therein. (d) Schedule 5.10(d) sets forth all workers’ compensation claims filed against Seller or the Business since January 1, 2017. Except as set forth on Schedule 5.10(d), no claims, injuries, fact, event or condition exists which would give rise to a claim by any Employees of Seller, any former Employees of Seller, or any other Persons (including, without limitation, any dependents or spouses of Employees or former Employees) under any workers’ compensation laws, regulations, requirements or programs. (e) Schedule 5.10(e) contains a true, complete and correct list setting forth as of the date hereof the names and current compensation rate and compensation of all Employees employed by Seller in connection with the Business. Except as set forth on Schedule 5.10(e), no Person listed thereon received any bonus or increase in compensation since January 1, 2021.

Employee Benefits; Labor Matters. (a) All Employees are employees-at-will and are employed for an indefinite term. Seller does Parties do not have any written written, enforceable, or enforceable oral or written outstanding employment contracts with any Employees or any other PersonsPersons in connection with the Practice, except as set forth on Schedule 5.10(a). (b) Subject to the litigation described on Schedule 5.5, the following applies with respect to labor issues: (i) To the knowledge of Seller and Owner, the Business The Practice is in compliance in all respects with all applicable laws respecting (A) employment and employment practices, terms and conditions of employment, occupational safety and health and wages and hours and (B) each Benefit Arrangement (if any); (ii) there is no unfair labor practice complaint or charge relating to the Business Practice pending or, to the knowledge Knowledge of the Seller and OwnerParties, threatened before the National Labor Relations BoardBoard or other similar governmental authority; (iii) there is no labor strike, dispute, slowdown or stoppage pending or, to the knowledge Knowledge of the Seller and OwnerParties, threatened against or affecting the BusinessPractice, and there has been no such job action during the past three years; (iv) there are no administrative charges or court complaints pending or, to the knowledge Knowledge of the Seller and OwnerParties, threatened against any of the Seller Parties before the U.S. Equal Employment Opportunity Commission or any state or federal court or agency concerning alleged employment discrimination or any other matters relating to the employment of labor; (v) Seller has Parties have complied with all applicable provisions of the Immigration Reform and Control ActAct and all of Seller’s Employees, independent contractors, or other providers have a legal right to work in the United States (whether by citizenship, visa or other similar permit or document); and (vi) none of the Employees is subject to a collective bargaining or labor union agreement and no representation question exists respecting the Employees, and, to the knowledge of Seller or Owner, and there are no current organizing activities among the Employees. (c) Seller does Parties do not maintain, nor has it have they maintained, for the benefit of any EmployeeEmployee or any other Person, any Benefit Arrangement, other than as identified on Schedule 5.10(c). Seller has Parties have not done anything, nor failed to do anything, which would cause Purchaser to be liable to Seller’s Employees, former Employees, retirees, their beneficiaries or any other Person, government or government agency because of or arising out of any such plans or any other employee beneficiary of plans of Seller Parties whatsoever. Correct and complete copies of any Benefit Arrangements have been or will be provided to Purchaser. All Benefit Arrangements are in compliance in all material respects with their respective governing documents or agreements and any and all applicable Lawlaw. Since January 1, 20212023, there has been no material change in any information disclosed on Schedule 5.10(c) except as set forth therein. (d) Schedule 5.10(d) sets forth all workers’ compensation claims filed against Seller or the Business Practice since January 1, 20172018. Except as set forth on Schedule 5.10(d), no claims, injuries, fact, event or condition exists which would give rise to a claim by any Employees of Seller, any former Employees of Seller, or any other Persons (including, without limitation, any dependents or spouses of Employees or former Employees) under any workers’ compensation laws, regulations, requirements or programs. (e) Schedule 5.10(e) contains a true, complete and correct list setting forth as of the date hereof the names and current compensation rate and compensation of all Employees employed by Seller in connection with the Business. Except as set forth on Schedule 5.10(e), no Person listed thereon received any bonus or increase in compensation since January 1, 2021.

Employee Benefits; Labor Matters. (a) All Employees are employees-at-will Schedule 3.16(a) contains a complete and are employed for an indefinite termaccurate list of all Seller Plans. Complete and accurate copies of (i) all Seller does not Plans which have any been reduced to writing, (ii) written or enforceable oral or written employment contracts with any Employees or any summaries of all unwritten Seller Plans and (iii) all summary plan descriptions, summaries of material modifications and other Persons, except as set forth on Schedule 5.10(a)material communications to employees in respect of Seller Plans have been made available to the Buyer. (b) Subject to the litigation described on Schedule 5.5, the following applies Each Seller Plan has been administered in all material respects in accordance with its terms and applicable Laws and each of Seller and its ERISA Affiliates has in all material respects met its obligations with respect to labor issues: (i) To each Seller Plan and has made all required contributions thereto. With respect to the knowledge of Seller and OwnerEmployees, the Business is in compliance Seller has complied in all material respects with all applicable laws respecting (A) Laws which relate to wages, hours, discrimination in employment and employment practices, terms collective bargaining and conditions of employment, occupational safety and health and wages and hours and (B) each Benefit Arrangement (if any); (ii) there is no unfair labor practice complaint or charge relating to the operation of the Business pending or, to the knowledge and is not liable for any arrears of Seller and Owner, threatened before the National Labor Relations Board; (iii) there is no labor strike, dispute, slowdown or stoppage pending or, to the knowledge of Seller and Owner, threatened against or affecting the Business, and there has been no such job action during the past three years; (iv) there are no administrative charges or court complaints pending or, to the knowledge of Seller and Owner, threatened against the Seller before the U.S. Equal Employment Opportunity Commission wages or any state Taxes or federal court or agency concerning alleged employment discrimination or penalties for failure to comply with any other matters relating to the employment of labor; (v) Seller has complied with all applicable provisions of the Immigration Reform and Control Act; and (vi) none of the Employees is subject to a collective bargaining or labor union agreement and no representation question exists respecting the Employees, and, to the knowledge of Seller or Owner, there are no current organizing activities among the Employeesforegoing. (c) Schedule 3.16(c) discloses each agreement with any Seller does not maintainEmployee (i) the benefits of which are contingent, nor has it maintainedor the terms of which are altered, for upon the benefit occurrence of the transactions contemplated by this Agreement, (ii) providing any term of employment or compensation guarantee or (iii) providing severance benefits or other benefits after the termination of employment of such Seller Employee, any Benefit Arrangement, other than as identified on Schedule 5.10(c). Seller has not done anything, nor failed to do anything, which would cause Purchaser to be liable to Seller’s Employees, former Employees, retirees, their beneficiaries or any other Person, government or government agency because of or arising out of any such plans or any other employee beneficiary of plans of Seller whatsoever. Correct and complete copies of any Benefit Arrangements have been or will be provided to Purchaser. All Benefit Arrangements are in compliance in all material respects with their respective governing documents or agreements and any and all applicable Law. Since January 1, 2021, there has been no material change in any information disclosed on Schedule 5.10(c) except as set forth therein. (d) The Seller has no express or implied commitment (i) to create or incur liability with respect to or cause to exist any other Employee Benefit Plan, program or arrangement or (ii) to modify, change or terminate any Seller Plan, other than with respect to a modification or change required by ERISA or the Code (e) Schedule 5.10(d3.16(e) sets forth all workers’ compensation claims filed against the policy of the Seller or with respect to accrued vacation, sick days and paid time off and the Business since January 1, 2017. amount of such liabilities as of the Balance Sheet Date. (f) Except as set forth on in Schedule 5.10(d3.16(f), no claims, injuries, fact, event neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated herein (alone or condition exists which would give rise to a claim by any Employees of Seller, any former Employees of Seller, or together with any other Persons event) will (i) result in any payment (including, without limitation, severance, unemployment compensation, retention bonus, “golden parachute” or excess parachute payment within the meaning of Section 280G of the Code) becoming due to any dependents or spouses of Employees current or former Employeesemployee of the Seller, (ii) increase any benefits otherwise payable under any workers’ compensation lawsbenefit plan to any current or former employee of the Seller or (iii) except as expressly contemplated by this Agreement, regulations, requirements result in the acceleration of the time of payment or programsvesting of any benefit to any current or former employee of the Seller. (eg) Schedule 5.10(e3.16(g) contains sets forth each Employee Benefit Plan that is a true, complete and correct list setting forth as “nonqualified deferred compensation plan” within the meaning of Section 409A of the date hereof Code (a “Non-Qualified Deferred Compensation Plan”) and that is subject to the names and requirements of Section 409A of the Code. No Taxes under Section 409A of the Code may be imposed on any current or former employee of the Seller with respect to a Non-Qualified Deferred Compensation Plan, any other compensation rate and compensation of all Employees employed plan or any transaction contemplated by Seller in connection with the Business. Except as set forth on Schedule 5.10(e), no Person listed thereon received this Agreement or any bonus or increase in compensation since January 1, 2021Ancillary Agreement.