Common use of Employee Relations and Agreements Clause in Contracts

Employee Relations and Agreements. (a) Section 5.19 of the Disclosure Schedule contains a true and complete listing, as of a recent date, of each Business Employee, along with their job location, annual base salary and date of hire. No Xxxxxxx Party is a party to any collective bargaining agreement, union contract or other contract with any labor union, works council or other body representing Business employees. (b) No union, works council or any other employee representative body represents Business employees and, to the Knowledge of Xxxxxxx, no such organization is attempting (or within the last three years has attempted) to organize such employees. Within the last three years, there has been, no strike, work stoppage, work slowdown, picketing, lockout or other material labor dispute pending or, to the Knowledge of Xxxxxxx, threatened against or involving any Xxxxxxx Party with respect to any Business employee or Person purporting to represent any Business employee. With respect to the Business, (i) each of the Xxxxxxx Parties is in compliance in all material respects with all applicable Requirements of Law respecting labor, employment and employment practices, terms and conditions of employment, labor relations, employment discrimination, disability rights or benefits, occupational health and safety, worker’s compensation, affirmative action, unemployment compensation, leaves of absence, plant closures, mass layoffs, immigration and wages and hours, (ii) there are no charges, complaints or lawsuits pending or to the Knowledge of Xxxxxxx, threatened against any Xxxxxxx Party regarding any employment matter, (iii) there are no Governmental Body audits, examinations or, to the Knowledge of Xxxxxxx, investigations pending or, to the Knowledge of Xxxxxxx, threatened against any Xxxxxxx Party regarding any employment matter, and (iv) there are no material liabilities, whether contingent or absolute, of any Xxxxxxx Party relating to workers’ compensation benefits that are not insured against by a bona fide third-party insurance carrier.

Employee Relations and Agreements. (a) Section 5.19 of Except for the Disclosure collective bargaining agreement set forth on Schedule contains a true and complete listing5.15(a) (the “CBA”), as of a recent dateneither the Acquired Company nor, of each Business Employeewith respect to the Business, along with their job locationParent, annual base salary and date of hire. No Xxxxxxx Party any Seller or any Affiliate thereof, is a party to any labor contract, collective bargaining agreement, union contract works council agreement or any other contract similar Contract with any labor organization, union, works council or similar association or body. Parent has provided to Buyer a true and complete copy of the CBA, together with any addendums and supplements thereto. Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby require consent by, notification to, or consultation with any labor union, works council or other similar employee representative body representing Business employees(including, without limitation, pursuant to the CBA). (bi) No union, works council or any other employee representative body represents Business employees and, to the Knowledge of Xxxxxxx, There are no such organization is attempting (or within the last three years has attempted) to organize such employees. Within the last three years, there has been, no strikelabor strikes, work stoppage, work slowdown, picketing, lockout stoppages or other material labor dispute lockouts pending or, to the Knowledge of XxxxxxxSellers, threatened threatened, against or involving any Xxxxxxx Party the Acquired Company or, with respect to any Business employee or Person purporting to represent any Business employee. With respect to the Business, Parent, any Seller or any of their Affiliates, and none of have occurred within the past three (i3) years; (ii) to the Knowledge of Sellers, no union organizational campaign or works council establishment is in progress with respect to the Business Employees; (iii) neither the Acquired Company nor, with respect to the Business, Parent, any Seller or any Affiliate thereof is a party to or, to the Knowledge of Sellers, has been threatened with, any dispute with any of its employees or any dispute or controversy with a union or with respect to unionization or collective bargaining involving the Business Employees and (iv) the Acquired Company and, with respect to the Business, Parent, each of the Xxxxxxx Parties Seller and each Affiliate thereof is in compliance in all material respects with all applicable Requirements of Law respecting labor, employment and employment practices, terms and conditions of employment, worker classification, wages, hours of work, withholding, immigration, collective bargaining, fair labor relations, employment discrimination, disability rights or benefitsstandards, occupational safety and health and safety, worker’s compensation, affirmative action, unemployment compensation, leaves of absence, plant closures, mass layoffs, immigration other labor and wages and hours, (ii) there employment-related matters. There are no chargesunfair labor practice charges pending before the National Labor Relations Board or any other Governmental Body, complaints nor any grievances, complaints, claims or lawsuits pending judicial or to the Knowledge of Xxxxxxxadministrative proceedings, threatened against any Xxxxxxx Party regarding any employment matterin each case, (iii) there which are no Governmental Body audits, examinations or, to the Knowledge of Xxxxxxx, investigations pending or, to the Knowledge of XxxxxxxSellers, threatened by or on behalf of any Service Providers. (c) Schedule 5.15(c) lists all Service Providers as of July 16, 2020, including the following items for each such Person, to the extent permitted by applicable Requirements of Law: name or employee identification number, employee or contractor status, job or title, primary work location, visa status (if applicable), annual compensation (including annual salary or wage rate and target cash incentive opportunity), accrued vacation and paid time off (including annual leave, long service leave, congés pxxxx, RTT and jours de repos acquis or en cours d’acquisition), job classification (overtime exempt or non-exempt status, if applicable), and the name of such Person’s engaging entity, and whether such individual is on an approved leave of absence and, if so, the type of such leave. Parent and its Affiliates maintain accurate and complete Form I-9s with respect to each U.S. Business Employee in accordance with applicable Requirements of Law. Sellers have provided to Buyer all information required by regulation 11 of TUPE in respect of the UK Business Employees. Each Business Employee has completed a satisfactory background check prior to commencing service with the Acquired Company, Parent, Sellers, and/or their Affiliates. (d) The Acquired Company and, with respect to the Business, Parent, Sellers and their Affiliates (other than the Acquired Company) have paid in full to all of the Service Providers or adequately accrued in accordance with GAAP all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such Service Providers. All individuals providing services to the Business have been properly classified as either employees or independent contractors and as exempt or non-exempt for all purposes (including for purposes of the Plans). (e) During the three (3) years prior to the date of this Agreement, none of Parent, Sellers or their Affiliates (including the Acquired Company) has engaged in or effectuated any “plant closing” or employee “mass layoff” (in each case, as defined in the Worker Adjustment Retraining and Notification Act of 1988, as amended (the “WARN Act”), or any similar state or local statute, rule or regulation) affecting Business Employee or any site of employment or one or more facilities or operating units of the Business. (f) No executive or key employee of the Business has informed Parent, Sellers or any of their Affiliates (including the Acquired Company) of any plan to terminate employment with or services for Parent, Sellers or their Affiliates (including the Acquired Company), and, to the Knowledge of Sellers, no such Person or Persons has any plans to terminate such employment or services. No claims or allegations have been made against any Xxxxxxx Party regarding Business Employee (in each case with respect to the Business) or, with respect to the Business, Parent, Sellers or any employment matterof their Affiliates (including the Acquired Company) for discrimination, sexual or other harassment, or retaliation, nor are any such claims pending or, to the Knowledge of Sellers, threatened. (g) Since January 1, 2020, with respect to the Business, Parent, Sellers and (iv) there are no their Affiliates have not taken any material liabilitiesaction related to COVID-19 with respect to the Service Providers, whether contingent including implementing, in response to COVID-19, any workforce reductions, terminations, furloughs, reductions in or absolutechanges to compensation, of any Xxxxxxx Party relating benefits or working schedules, or changes to workers’ compensation benefits that are not insured against by a bona fide third-party insurance carrierPlans.

Employee Relations and Agreements. (a) Section 5.19 of Except for the Disclosure collective bargaining agreement set forth on Schedule contains a true and complete listing5.15(a) (the “CBA”), as of a recent dateneither the Acquired Company nor, of each Business Employeewith respect to the Business, along with their job locationParent, annual base salary and date of hire. No Xxxxxxx Party any Seller or any Affiliate thereof, is a party to any labor contract, collective bargaining agreement, union contract works council agreement or any other contract similar Contract with any labor organization, union, works council or similar association or body. Parent has provided to Buyer a true and complete copy of the CBA, together with any addendums and supplements thereto. Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby require consent by, notification to, or consultation with any labor union, works council or other similar employee representative body representing Business employees(including, without limitation, pursuant to the CBA). (bi) No union, works council or any other employee representative body represents Business employees and, to the Knowledge of Xxxxxxx, There are no such organization is attempting (or within the last three years has attempted) to organize such employees. Within the last three years, there has been, no strikelabor strikes, work stoppage, work slowdown, picketing, lockout stoppages or other material labor dispute lockouts pending or, to the Knowledge of XxxxxxxSellers, threatened threatened, against or involving any Xxxxxxx Party the Acquired Company or, with respect to any Business employee or Person purporting to represent any Business employee. With respect to the Business, Parent, any Seller or any of their Affiliates, and none of have occurred within the past three (i3) years; (ii) to the Knowledge of Sellers, no union organizational campaign or works council establishment is in progress with respect to the Business Employees; (iii) neither the Acquired Company nor, with respect to the Business, Parent, any Seller or any Affiliate thereof is a party to or, to the Knowledge of Sellers, has been threatened with, any dispute with any of its employees or any dispute or controversy with a union or with respect to unionization or collective bargaining involving the Business Employees and (iv) the Acquired Company and, with respect to the Business, Parent, each of the Xxxxxxx Parties Seller and each Affiliate thereof is in compliance in all material respects with all applicable Requirements of Law respecting labor, employment and employment practices, terms and conditions of employment, worker classification, wages, hours of work, withholding, immigration, collective bargaining, fair labor relations, employment discrimination, disability rights or benefitsstandards, occupational safety and health and safety, worker’s compensation, affirmative action, unemployment compensation, leaves of absence, plant closures, mass layoffs, immigration other labor and wages and hours, (ii) there employment-related matters. There are no chargesunfair labor practice charges pending before the National Labor Relations Board or any other Governmental Body, complaints nor any grievances, complaints, claims or lawsuits pending judicial or to the Knowledge of Xxxxxxxadministrative proceedings, threatened against any Xxxxxxx Party regarding any employment matterin each case, (iii) there which are no Governmental Body audits, examinations or, to the Knowledge of Xxxxxxx, investigations pending or, to the Knowledge of XxxxxxxSellers, threatened by or on behalf of any Service Providers. (c) Schedule 5.15(c) lists all Service Providers as of July 16, 2020, including the following items for each such Person, to the extent permitted by applicable Requirements of Law: name or employee identification number, employee or contractor status, job or title, primary work location, visa status (if applicable), annual compensation (including annual salary or wage rate and target cash incentive opportunity), accrued vacation and paid time off (including annual leave, long service leave, congés xxxxx, RTT and jours de repos acquis or en cours d’acquisition), job classification (overtime exempt or non-exempt status, if applicable), and the name of such Person’s engaging entity, and whether such individual is on an approved leave of absence and, if so, the type of such leave. Parent and its Affiliates maintain accurate and complete Form I-9s with respect to each U.S. Business Employee in accordance with applicable Requirements of Law. Sellers have provided to Buyer all information required by regulation 11 of TUPE in respect of the UK Business Employees. Each Business Employee has completed a satisfactory background check prior to commencing service with the Acquired Company, Parent, Sellers, and/or their Affiliates. (d) The Acquired Company and, with respect to the Business, Parent, Sellers and their Affiliates (other than the Acquired Company) have paid in full to all of the Service Providers or adequately accrued in accordance with GAAP all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such Service Providers. All individuals providing services to the Business have been properly classified as either employees or independent contractors and as exempt or non-exempt for all purposes (including for purposes of the Plans). (e) During the three (3) years prior to the date of this Agreement, none of Parent, Sellers or their Affiliates (including the Acquired Company) has engaged in or effectuated any “plant closing” or employee “mass layoff” (in each case, as defined in the Worker Adjustment Retraining and Notification Act of 1988, as amended (the “WARN Act”), or any similar state or local statute, rule or regulation) affecting Business Employee or any site of employment or one or more facilities or operating units of the Business. (f) No executive or key employee of the Business has informed Parent, Sellers or any of their Affiliates (including the Acquired Company) of any plan to terminate employment with or services for Parent, Sellers or their Affiliates (including the Acquired Company), and, to the Knowledge of Sellers, no such Person or Persons has any plans to terminate such employment or services. No claims or allegations have been made against any Xxxxxxx Party regarding Business Employee (in each case with respect to the Business) or, with respect to the Business, Parent, Sellers or any employment matterof their Affiliates (including the Acquired Company) for discrimination, sexual or other harassment, or retaliation, nor are any such claims pending or, to the Knowledge of Sellers, threatened. (g) Since January 1, 2020, with respect to the Business, Parent, Sellers and (iv) there are no their Affiliates have not taken any material liabilitiesaction related to COVID-19 with respect to the Service Providers, whether contingent including implementing, in response to COVID-19, any workforce reductions, terminations, furloughs, reductions in or absolutechanges to compensation, of any Xxxxxxx Party relating benefits or working schedules, or changes to workers’ compensation benefits that are not insured against by a bona fide third-party insurance carrierPlans.

Employee Relations and Agreements. (a) Section 5.19 Except as set forth in Schedule 5.15(a), none of the Disclosure Schedule contains a true and complete listing, as of a recent date, of each Business Employee, along with their job location, annual base salary and date of hire. No Xxxxxxx Party Acquired Companies is a party to any labor contract, collective bargaining agreement, union contract works council agreement or any other contract written Contract with any labor organization, union, works council council, staff body or other body representing Business employeessimilar association or body. (b) No unionExcept as set forth in Schedule 5.15(b), works council or any other employee representative body represents Business employees and, to the Knowledge of Xxxxxxx, (i) there are no such organization is attempting (or within the last three years has attempted) to organize such employees. Within the last three years, there has been, no strikelabor strikes, work stoppagestoppages, work slowdownrepresentation petitions, picketing, lockout or other material labor dispute lockouts pending or, to the Knowledge of XxxxxxxSellers, threatened threatened, against any of the Acquired Companies; (ii) to the Knowledge of Sellers, no union organizational campaign or involving any Xxxxxxx Party works council establishment (Betriebsratsgründung) or other establishment of an employee representative body is in progress with respect to the Business Employees; (iii) no Acquired Company is a party to or, to the Knowledge of Sellers, has been threatened in writing with, any Business employee dispute with any of its current or Person purporting to represent former employees or any Business employee. With dispute or controversy with a union or a works council or with respect to unionization, collective bargaining or any other topic covered by the Business, National Labor Relations Act or any other applicable labor relations and social security Requirements of Law and any provisions of the applicable collective bargaining agreement involving any of the current or former employees of the Acquired Companies and (iiv) each of the Xxxxxxx Parties Acquired Company is in compliance in all material respects with all applicable Requirements of Law and applicable collective bargaining agreement respecting labor, employment and employment practices, social contributions, employment compensation, and terms and conditions of employment, labor relationsincluding immigration, employment discriminationworker classification, disability rights or benefitswages (including any minimum wage pursuant to applicable Requirements of Laws), occupational health working time organization and safetypayments, worker’s compensationhours of work, affirmative actionwithholding for Taxes (including social security insurance contributions as far as required under applicable Requirements of Law) and other items, unemployment compensationholiday pay, leaves of absence, plant closuresbackground checks (including legal right work checks pursuant to applicable Requirements of Laws), mass layoffsworkers’ compensation, pay equity, employment discrimination and harassment, federal, state and local affirmative action executive orders, statutes and regulations (including, e.g., 41 CFR Chapter 60), occupational safety and health as well as regulations regarding temporary lease employees (Leiharbeitnehmer), in particular the employee lending law (Arbeitnehmerüberlassungsgesetz), freelancers, consultants and independent contractors. Without limiting the foregoing, each Acquired Company is in compliance in all material respects with applicable Requirements of Laws relating to immigration and wages employment eligibility verification, including the Immigration and hoursNationality Act and the Immigration Reform and Control Act of 1986, and all related regulations promulgated thereunder and has obtained a timely, accurate, complete and compliant Form I-9 on each employee and former employee hired in at least the past five (5) years and retained such Form I-9 for the time period(s) required pursuant to applicable Requirements of Law. (c) Schedule 5.15(c) sets forth an accurate list (as of the date set forth therein) of the names, positions, dates of hire, whether classified as exempt or non-exempt for wage and hour purposes, and whether full-time or part-time, of all full and part-time Business Employees by Acquired Company name, location and department. Schedule 5.15(c) also sets forth an accurate list (as of the date set forth therein) of the individual independent contractors engaged to provide services to each Acquired Company in connection with the ordinary business services of the Acquired Company. (i) Each Acquired Company has properly classified the individuals listed on Schedule 5.15(c) as independent contractors or employees, as the case may be, and (ii) there are no chargeseach Business Employee classified as “exempt” from overtime and/or minimum wage requirements of the Fair Labor Standards Act (“FLSA”) or any state or local wage Requirements of Law is properly and correctly so classified in compliance with the FLSA and all other applicable Requirements of Laws. Except as set forth in Schedule 5.15(c), complaints the employment of each Business Employee located in the United States is terminable at will by the respective Acquired Company without any penalty, liability or lawsuits pending severance obligation, subject to any severance Plan generally applicable to Business Employees. Except as set forth in Schedule 5.15(c), the Acquired Companies will not owe any transaction, change in control, stay or similar bonus or payment to any of their employees or independent contractors solely as a result of the Closing. With regard to the Knowledge German Business Employees, only seven (7) employees of Xxxxxxxthe German Acquired Company receive bonus and commission payments as set forth in Schedule 5.15(c). (d) Except as set forth on Schedule 5.15(d), threatened as of the date hereof, there is no equal employment opportunity or discrimination Proceeding, human rights or civil rights Proceeding, wage and hour Proceeding, safety and health Proceeding, or other employment-related or employment practice or process related complaint, charge, notice of violation, notice to show cause or other Proceeding against or involving any Xxxxxxx Party regarding Acquired Company pending before any employment matter, (iii) there are no court or other Governmental Body audits, examinations or, to the Knowledge of XxxxxxxSellers, investigations pending orthreatened. Except as set forth on Schedule 5.15(d), no Acquired Company has within the past three (3) years been the subject of any inspection, audit, or investigation relating to applicable Requirements of Law or applicable collective bargaining agreements respecting employment and employment practices, social contributions, employment compensation, and terms and conditions of employment, including, without limitation, immigration, worker classification, wages, working time organization and payments, hours of work, withholding for taxes (including social insurance contributions) and other items, leaves of absence, workers’ compensation, pay equity, federal, state and local affirmative action executive orders, statutes and regulations (including, e.g., 41 CFR Chapter 60) and occupational safety and health, nor has any Acquired Company been fined or otherwise penalized by reason of any failure to comply with such Requirements of Law, nor, to the Knowledge of XxxxxxxSellers, threatened against is any Xxxxxxx Party regarding such audit, compliance review or other Proceeding pending or threatened. (e) No Acquired Company has within the past three (3) years incurred any liability, notification obligations, payment obligations or other obligations under the Worker Adjustment and Retraining Notification Act (the “WARN Act”) or the regulations promulgated thereunder, or any similar state or local Requirements of Law that remains unsatisfied. Except as set forth on Schedule 5.15(e), no employee of the Company has suffered an “employment matter, and loss” (ivas defined in the WARN Act) there are no material liabilities, whether contingent or absolute, similar event under any state or local Law since ninety (90) days prior to the Closing Date. (f) The German Acquired Company does not form a joint operation (gemeinsamer Betrieb) with other companies/or other operations of any Xxxxxxx Party relating to workers’ compensation benefits that are not insured against by a bona fide third-party insurance carrierthird parties.