Common use of Employee Relations and Agreements Clause in Contracts

Employee Relations and Agreements. (a) To the Knowledge of Seller, Schedule 5.16(a) of the Seller Disclosure Schedule contains a true and complete listing (excluding names and any other personally identifying information) of the position, status as exempt or non-exempt from overtime pay under the FLSA, annual salary or hourly wage rate, base rate of bonus opportunity, date of hire, and work location of all of the Store Employees (whether full-time, part-time, or otherwise). Such list shall be updated as of the Cut-Off Date and shall be revised so as to include the names of all Store Employees on the Cut-Off Date. Such updated and revised list shall be delivered by Seller to Buyer at the Closing. Such updated and revised list may be supplemented by Seller promptly following the Closing Date to add the names of any Store Employees who were unintentionally omitted from the list delivered by Seller to Buyer at the Closing. To the Knowledge of Seller, Seller has provided to Buyer true, correct, and complete copies of all Employment Agreements, personnel policies, and employee handbooks relating to the Store Employees. To the Knowledge of Seller, neither Saks nor any of its Affiliates received prior to the closing of the Saks Transaction (in respect of the Parisian Business) a claim from any Governmental Body to the effect that it has improperly classified as an independent contractor any Person named in Schedule 5.16(a) and since the closing of the Saks Transaction neither Seller nor any of its Affiliates have received (in respect of the Business) any such notice. (b) Except as disclosed on Schedule 5.16(b) of the Seller Disclosure Schedule or as has occurred in the ordinary course of business consistent with past practices, to the Knowledge of Seller, from the Financial Statements Date to the closing of the Saks Transaction, neither Saks nor any of its Affiliates, and since the closing of the Saks Transaction, neither Seller nor any of its Affiliates has: (i) increased in any material respect the compensation payable or to become payable to or for the benefit of any Store Employees, (ii) provided any Store Employees with any material increase in security or tenure of employment, (iii) increased in any material respect the amount payable to any Store Employees upon the termination of such persons' employment, or (iv) increased, augmented or improved in any material respect the benefits granted to or for the benefit of any Store Employee under any bonus, profit sharing, pension, retirement, deferred compensation, insurance or other direct or indirect benefit plan or arrangement, in each case, except as may be required under existing agreements. (c) During the three-year period preceding the date of this Agreement, except as disclosed in Schedule 5.16(c), to the Knowledge of Seller:: (i) none of the Store Employees has been, or is currently, represented by a labor organization or group that was either certified or voluntarily recognized as an exclusive bargaining representative by any Governmental Body, including the National Labor Relations Board, and neither Saks nor any of its Affiliates was, and neither Seller nor any of its Affiliates has been or is, a signatory to a collective bargaining agreement with any trade union, labor organization, or labor group related to the operations of the Business; (ii) no labor dispute, walk out strike, slowdown, hand billing, picketing, or work stoppage (sympathized or otherwise) involving Store Employees has occurred, is in progress, or has been threatened; (iii) neither Saks nor any of its Affiliates was, and neither Seller nor any of its Affiliates has been or is, (in respect of the Business) a state or federal contractor obligated to develop and maintain an affirmative action plan; and (iv) Saks and its Affiliates were, and Seller and its Affiliates are, in compliance in all material respects with all Labor Laws applicable to the operations of the Business. (d) Except as set forth in Schedule 5.16(d) of the Seller Disclosure Schedule, to the Knowledge of Seller, no union or similar organization represents any Store Employees and no such organization is attempting to organize such employees. (e) To the Knowledge of Seller, except as set forth in Schedule 5.16(e) of the Seller Disclosure Schedule, no Store Employee is a party to any employment or other agreement with Seller or any of its Affiliates that entitles him or her to material compensation or other material consideration (other than any retention agreements that do not involve payments by Buyer to any such Store Employee after the Closing).

Employee Relations and Agreements. (a) To the Knowledge of Seller, Schedule 5.16(a5.17(a) of the Seller Disclosure Schedule contains a true and complete listing list (excluding names and any other personally identifying information) of the position, status as exempt or non-exempt unexempt from overtime pay under the FLSA, annual salary or hourly wage rate, base rate of bonus opportunity, date of hire, hire and work location of all of the Store Employees employees (whether full-time, part-time, time or otherwise) employed in the Business as of the date set forth therein other than the Excluded Employees (“Current Business Employees”). Such list shall be updated as of the Cut-Off Date and shall be revised so as to include the names of all Store Employees such employees of the Business who are employed by Seller or any Company on the Cut-Cut- Off DateDate other than the Excluded Employees (“Business Employees”). Such updated and revised list shall be delivered by Seller to Buyer at the Closing. Such updated and revised list may be supplemented by Seller promptly following the Closing Date to add the names of any Store Employees employees of the Business who were unintentionally omitted from the list delivered by Seller to Buyer at the Closing. To the Knowledge of Seller, Seller has provided to Buyer true, correct, correct and complete copies of all Employment Agreements, personnel policies, policies and employee handbooks relating to the Store Current Business Employees. To the Knowledge of Seller, neither Saks Neither Seller nor any of its Affiliates received prior to the closing of the Saks Transaction Companies has (in respect of the Parisian Business) received a claim from any Governmental Body to the effect that it has improperly classified as an independent contractor any Person named in Schedule 5.16(a) and since the closing of the Saks Transaction neither Seller nor any of its Affiliates have received (in respect of the Business) any such notice5.17(a). (b) Except Since the Financial Statements Date through the date of this Agreement, except as disclosed on in Schedule 5.16(b5.17(b) of the Seller Disclosure Schedule or as has occurred in the ordinary course of business consistent with past practices, to the Knowledge of Seller, from the Financial Statements Date to the closing of the Saks Transaction, neither Saks nor any of its Affiliates, and since the closing of the Saks Transaction, neither Seller nor any of its Affiliates has: the Companies has (in respect of the Business): (i) increased in any material respect the compensation payable or to become payable to or for the benefit of any Store Employeesof its employees, (ii) provided any Store Employees of its employees with any material increase in security or tenure of employment, (iii) increased in any material respect the amount payable to any Store Employees of its employees upon the termination of such persons' ’ employment, or (iv) increased, augmented or improved in any material respect the benefits granted to or for the benefit of any Store Employee its employees under any bonus, profit sharing, pension, retirement, deferred compensation, insurance or other direct or indirect benefit plan or arrangement, in each case, except as may be required under existing agreements. (c) During For the three-year period preceding the date of this Agreement, except as disclosed in Schedule 5.16(c), to the Knowledge of Seller::5.17(c): (i) none of the Store Employees employees of the Business has been, or is currently, represented by a labor organization or group that which was either certified or voluntarily recognized as an exclusive bargaining representative by any Governmental Body, including the National Labor Relations Board, and neither Saks nor any of its Affiliates was, and neither Seller nor any of its Affiliates the Companies has been or is, is a signatory to a collective bargaining agreement with any trade union, labor organization, organization or labor group related to the operations of the Business; (ii) no labor dispute, walk out strike, slowdown, hand billing, picketing, picketing or work stoppage (sympathized or otherwise) involving Store Employees the employees of the Business has occurred, is in progressprogress or, or to the Knowledge of Seller, has been threatened; (iii) neither Saks nor any of its Affiliates was, and neither Seller nor any of its Affiliates the Companies is or has been or is, (in respect of the Business) a state or federal contractor obligated to develop and maintain an affirmative action plan; and (iv) Saks and its Affiliates wereto the Knowledge of Seller, and Seller and its Affiliates are, each of the Companies has been in compliance in all material respects with all Labor Laws applicable to the operations of the Business. (d) Except as set forth in Schedule 5.16(d) of the Seller Disclosure Schedule, to the Knowledge of Seller, no union or similar organization represents any Store Employees and no such organization is attempting to organize such employees. (e) To the Knowledge of Seller, except as set forth in Schedule 5.16(e) of the Seller Disclosure Schedule, no Store Employee is a party to any employment or other agreement with Seller or any of its Affiliates that entitles him or her to material compensation or other material consideration (other than any retention agreements that do not involve payments by Buyer to any such Store Employee after the Closing).

Employee Relations and Agreements. (a) To the Knowledge of Seller, Schedule 5.16(a) of the Seller Disclosure Schedule contains is not a true and complete listing (excluding names and party to any collective bargaining agreement or other personally identifying information) of the position, status as exempt or non-exempt from overtime pay under the FLSA, annual salary or hourly wage rate, base rate of bonus opportunity, date of hire, and work location of labor union contract applicable to any Employee. At all of the Store Employees (whether full-time, part-time, or otherwise). Such list shall be updated as of the Cut-Off Date and shall be revised so as to include the names of all Store Employees on the Cut-Off Date. Such updated and revised list shall be delivered by Seller to Buyer at the Closing. Such updated and revised list may be supplemented by Seller promptly following the Closing Date to add the names of any Store Employees who were unintentionally omitted from the list delivered by Seller to Buyer at the Closing. To the Knowledge of Seller, Seller has provided to Buyer true, correct, and complete copies of all Employment Agreements, personnel policies, and employee handbooks relating to the Store Employees. To the Knowledge of Seller, neither Saks nor any of its Affiliates received prior to the closing of the Saks Transaction (in respect of the Parisian Business) a claim from any Governmental Body to the effect that it has improperly classified as an independent contractor any Person named in Schedule 5.16(a) and since the closing of the Saks Transaction neither Seller nor any of its Affiliates have received (in respect of the Business) any such notice. (b) Except as disclosed on Schedule 5.16(b) of the Seller Disclosure Schedule or as has occurred times in the ordinary course of business consistent with past practicesthree (3) years, to the Knowledge of Seller, from the Financial Statements Date to the closing of the Saks Transaction, neither Saks nor any of its Affiliates, and since the closing of the Saks Transaction, neither Seller nor any of its Affiliates has: (i) increased there has been no unfair labor practice charge, complaint, or other proceeding pending or threatened against Seller, and Seller has not engaged in any material respect the compensation payable or to become payable to or for the benefit of any Store Employees, unfair labor practices; and (ii) provided there have been no employment-related Actions pending or threatened, against Seller before any Store Governmental Authority. The classification of Employees and other service providers as employees or non- employee service providers complies, and has in the past three (3) years complied in all material respects, with any material increase Requirements of Law, including but not limited to applicable requirements of the Fair Labor Standards Act. Seller has paid in security or tenure of employment, (iii) increased in any material respect the amount payable full to any Store Employees upon the termination of such persons' employmentall Employees, or (iv) increasedproperly accrued, augmented or improved in any material respect the all wages, salaries, commissions, bonuses, benefits granted and other compensation currently due to or for the benefit of any Store Employee under any bonus, profit sharing, pension, retirement, deferred compensation, insurance or other direct or indirect benefit plan or arrangement, in each case, except as may be required under existing agreements. (c) During the three-year period preceding the date of this Agreement, except as disclosed in Schedule 5.16(c), to the Knowledge of Seller:: (i) none of the Store Employees has been, or such employees. Seller is currently, represented by a labor organization or group that was either certified or voluntarily recognized as an exclusive bargaining representative by any Governmental Body, including the National Labor Relations Board, and neither Saks nor any of its Affiliates was, and neither Seller nor any of its Affiliates has been or is, a signatory to a collective bargaining agreement with any trade union, labor organization, or labor group related to the operations of the Business; (ii) no labor dispute, walk out strike, slowdown, hand billing, picketing, or work stoppage (sympathized or otherwise) involving Store Employees has occurred, is in progress, or has been threatened; (iii) neither Saks nor any of its Affiliates was, and neither Seller nor any of its Affiliates has been or is, (in respect of the Business) a state or federal contractor obligated to develop and maintain an affirmative action plan; and (iv) Saks and its Affiliates were, and Seller and its Affiliates are, currently in compliance in all material respects with all Labor Laws applicable Applicable Requirements related to the operations employment law. (b) There are no Actions pending or threatened, against Seller by any current or former employee that is party to an employment contract with Seller arising out of such employment contract. (c) Schedule 3.17(c) sets forth a complete and accurate list of each Business Employee as of the Businessdate hereof, which includes, with respect to each such Business Employee, the Business Employee’s (i) name, (ii) title or position, (iii) classification as exempt or nonexempt under the federal Fair Labor Standards Act and, if applicable, equivalent state wage and hour laws, (iv) annual base salary or hourly wage rate, (v) target bonus or commission opportunity (if applicable) and (vi) hire date for service crediting purposes. (d) Except as set forth on Schedule 3.17(d), in Schedule 5.16(d) the past three (3), none of Seller or its Subsidiaries has taken any action which would constitute a “plant closing” or “mass layoff” within the meaning of the Seller Disclosure ScheduleWorker Adjustment Retraining and Notification Act, to the Knowledge of Seller, no union or similar organization represents any Store Employees and no such organization is attempting to organize such employees. (e) To the Knowledge of Seller, except as set forth in Schedule 5.16(e) of the Seller Disclosure Schedule, no Store Employee is a party to any employment or other agreement with Seller or any similar local or state Laws (collectively, the “WARN Act”), issued any notification of its Affiliates a plant closing or mass layoff required by the WARN Act, or incurred any Liability under the WARN Act that entitles him or her to material compensation or other material consideration (other than any retention agreements that do not involve payments by Buyer to any such Store Employee after the Closing)remains unsatisfied. Section 3.18.

Employee Relations and Agreements. (a) To the Knowledge of Seller, Schedule 5.16(a4.18(a) of the Seller Disclosure Schedule contains a true and complete listing (excluding names and any other personally identifying information) of the position, status as exempt or non-exempt from overtime pay under the FLSA, annual salary or hourly wage rate, base rate of bonus opportunity, date of hire, and work location of all of the Store Business Employees (whether full-time, part-time, or otherwise). Such list shall be updated as of the Cut-Off Date and shall be revised so as to include the names of all Store Business Employees on the Cut-Off Date. Such updated and revised list shall be delivered by Seller to Buyer at the Closing. Such updated and revised list may be supplemented by Seller promptly following the Closing Date to add the names of any Store Business Employees who were unintentionally omitted from the list delivered by Seller to Buyer at the Closing. To the Knowledge of Seller, Seller has provided to Buyer true, correct, and complete copies of all Employment Agreements, personnel policies, and employee handbooks relating to the Store Business Employees. To the Knowledge of Seller, neither Saks Neither Seller nor any of its Affiliates received prior to the closing of the Saks Transaction Companies has (in respect of the Parisian Business) received a claim from any Governmental Body to the effect that it has improperly classified as an independent contractor any Person named in Schedule 5.16(a) and since the closing of the Saks Transaction neither Seller nor any of its Affiliates have received (in respect of the Business) any such notice4.18(a). (b) Except Since the Financial Statements Date through the date of this Agreement, except as disclosed on Schedule 5.16(b4.18(b) of the Seller Disclosure Schedule or as has occurred in the ordinary course of business consistent with past practices, to the Knowledge of Seller, from the Financial Statements Date to the closing none of the Saks Transaction, neither Saks nor any of its Affiliates, and since the closing of the Saks Transaction, neither Seller nor any of its Affiliates Companies has: (i) increased in any material respect the compensation payable or to become payable to or for the benefit of any Store Business Employees, (ii) provided any Store Business Employees with any material increase in security or tenure of employment, (iii) increased in any material respect the amount payable to any Store Business Employees upon the termination of such persons' ’ employment, or (iv) increased, augmented or improved in any material respect the benefits granted to or for the benefit of any Store Business Employee under any bonus, profit sharing, pension, retirement, deferred compensation, insurance or other direct or indirect benefit plan or arrangement, in each case, except as may be required under existing agreements. (c) During For the three-year period preceding the date of this Agreement, except as disclosed in Schedule 5.16(c), to the Knowledge of Seller::4.18(c): (i) none of the Store Business Employees has been, or is currently, represented by a labor organization or group that which was either certified or voluntarily recognized as an exclusive bargaining representative by any Governmental Body, including the National Labor Relations Board, and neither Saks nor any of its Affiliates was, and neither Seller nor any of its Affiliates the Companies has been or is, is a signatory to a collective bargaining agreement with any trade union, labor organization, or labor group related to the operations of the Business; (ii) no labor dispute, walk out strike, slowdown, hand billing, picketing, or work stoppage (sympathized or otherwise) involving Store Business Employees has occurred, is in progress, or has been threatened; (iii) neither Saks nor any of its Affiliates was, and neither the Seller nor any of its Affiliates the Companies is or has been or is, (in respect of the Business) a state or federal contractor obligated to develop and maintain an affirmative action plan; and (iv) Saks and its Affiliates wereto the Knowledge of Seller, and Seller and its Affiliates are, each of the Companies has been in compliance in all material respects with all Labor Laws applicable to the operations of the Business. (d) Except as set forth in Schedule 5.16(d4.18(d) of the Seller Disclosure Schedule, to the Knowledge of Seller, no union or similar organization represents any Store Business Employees and and, to the Knowledge of Seller, no such organization is attempting to organize such employees. (e) To the Knowledge of Seller, except Except as set forth in Schedule 5.16(e4.18(e) of the Seller Disclosure Schedule, no Store Employee director, officer or employee of the Companies is a party to any employment or other agreement with Seller or any of its Affiliates the Companies that entitles him or her to material compensation or other material consideration (other than any retention agreements that do not involve payments by Buyer or the Companies to any such Store Employee director, officer or employee after the Closing).

Employee Relations and Agreements. (a) To the Knowledge of Seller, Schedule 5.16(a4.18(a) of the Seller Disclosure Schedule contains a true and complete listing (excluding names and any other personally identifying information) of the position, status as exempt or non-exempt from overtime pay under the FLSA, annual salary or hourly wage rate, base rate of bonus opportunity, date of hire, and work location of all of the Store Business Employees (whether full-time, part-time, or otherwise). Such list shall be updated as of the Cut-Off Date and shall be revised so as to include the names of all Store Business Employees on the Cut-Off Date. Such updated and revised list shall be delivered by Seller to Buyer at the Closing. Such updated and revised list may be supplemented by Seller promptly following the Closing Date to add the names of any Store Business Employees who were unintentionally omitted from the list delivered by Seller to Buyer at the Closing. To the Knowledge of Seller, Seller has provided to Buyer true, correct, and complete copies of all Employment Agreements, personnel policies, and employee handbooks relating to the Store Business Employees. To the Knowledge of Seller, neither Saks Neither Seller nor any of its Affiliates received prior to the closing of the Saks Transaction Companies has (in respect of the Parisian Business) received a claim from any Governmental Body to the effect that it has improperly classified as an independent contractor any Person named in Schedule 5.16(a) and since the closing of the Saks Transaction neither Seller nor any of its Affiliates have received (in respect of the Business) any such notice4.18(a). (b) Except Since the Financial Statements Date through the date of this Agreement, except as disclosed on Schedule 5.16(b4.18(b) of the Seller Disclosure Schedule or as has occurred in the ordinary course of business consistent with past practices, to the Knowledge of Seller, from the Financial Statements Date to the closing none of the Saks Transaction, neither Saks nor any of its Affiliates, and since the closing of the Saks Transaction, neither Seller nor any of its Affiliates Companies has: (i) increased in any material respect the compensation payable or to become payable to or for the benefit of any Store Business Employees, (ii) provided any Store Business Employees with any material increase in security or tenure of employment, (iii) increased in any material respect the amount payable to any Store Business Employees upon the termination of such persons' employment, or (iv) increased, augmented or improved in any material respect the benefits granted to or for the benefit of any Store Business Employee under any bonus, profit sharing, pension, retirement, deferred compensation, insurance or other direct or indirect benefit plan or arrangement, in each case, except as may be required under existing agreements. (c) During For the three-year period preceding the date of this Agreement, except as disclosed in Schedule 5.16(c), to the Knowledge of Seller::4.18(c): (i) none of the Store Business Employees has been, or is currently, represented by a labor organization or group that which was either certified or voluntarily recognized as an exclusive bargaining representative by any Governmental Body, including the National Labor Relations Board, and neither Saks nor any of its Affiliates was, and neither Seller nor any of its Affiliates the Companies has been or is, is a signatory to a collective bargaining agreement with any trade union, labor organization, or labor group related to the operations of the Business; (ii) no labor dispute, walk out strike, slowdown, hand billing, picketing, or work stoppage (sympathized or otherwise) involving Store Business Employees has occurred, is in progress, or has been threatened; (iii) neither Saks nor any of its Affiliates was, and neither the Seller nor any of its Affiliates the Companies is or has been or is, (in respect of the Business) a state or federal contractor obligated to develop and maintain an affirmative action plan; and (iv) Saks and its Affiliates wereto the Knowledge of Seller, and Seller and its Affiliates are, each of the Companies has been in compliance in all material respects with all Labor Laws applicable to the operations of the Business. (d) Except as set forth in Schedule 5.16(d4.18(d) of the Seller Disclosure Schedule, to the Knowledge of Seller, no union or similar organization represents any Store Business Employees and and, to the Knowledge of Seller, no such organization is attempting to organize such employees. (e) To the Knowledge of Seller, except Except as set forth in Schedule 5.16(e4.18(e) of the Seller Disclosure Schedule, no Store Employee director, officer or employee of the Companies is a party to any employment or other agreement with Seller or any of its Affiliates the Companies that entitles him or her to material compensation or other material consideration (other than any retention agreements that do not involve payments by Buyer or the Companies to any such Store Employee director, officer or employee after the Closing).