Common use of Employees and Employee Relations Clause in Contracts

Employees and Employee Relations. (a) Except as set forth on Schedule 4.22(a), all of the employees who are or will provide services at either Hospital (collectively the "Business Employees") are "at will" employees. Except as set forth on Schedule 4.22(a), no Seller Party is a party to any oral (express or implied) or written: (i) employment agreement, or (ii) agreement that contains any severance or termination pay obligations, with any Business Employee. The Seller Parties have provided true, correct and current copies (or, if not written, accurate descriptions of the parties and terms) of such agreements to the Purchaser Parties. (b) Except as set forth on Schedule 4.22(b), no Business Employee is represented by any labor union, trade association or other employee organization, no demand for recognition has been made by any labor union with respect to the Business Employees, and there is not and has not been any labor union organizing activity at either Hospital during the periods it has been operated by any Seller Party. Except as set forth on Schedule 4.22(b), no Seller Party is a party to any collective bargaining agreement or understanding with any labor union, trade association or other employee organization with respect to any Business Employee and no such agreements are currently being proposed and/or negotiated. (c) Except as set forth on Schedule 4.22(c), there is no labor dispute, work stoppage, strike, slowdown, walkout, lockout, or any other interruption or disruption of operations at either Hospital as a result of labor disputes or disturbances with respect to the Business Employees and there is no investigation, grievance, arbitration, complaint, claim or other dispute or controversy (collectively, the "Labor Proceeding") pending or threatened, between any Seller Party and any present or former Business Employee, nor have any discharges or terminations of any former Business Employee occurred which would form the basis for any claim of discrimination against any Seller Party. Except as set forth on Schedule 4.22(c), no Seller Party has any Knowledge of any facts or past, current or contemplated event that could form the basis for any such Labor Proceeding, nor has there been any such Labor Proceeding within the past twelve (12) months. (d) Except as set forth on Schedule 4.22(d), no Seller Party has received any notice that any vice president, director or director-level employee, or higher, of any Seller Party or any group of Business Employees, has any plans to terminate his or her employment or affiliation with any Seller Party. (e) Each Seller Party has complied with and is currently in compliance with, and no Seller Party has received any notice of noncompliance with, any and all applicable laws relating to the employment of labor, including, without limitation, any provisions relating to wages, hours, equal employment, occupational safety and health, workers' compensation, unemployment insurance, collective bargaining, immigration, affirmative action and the payment and withholding of social security and other taxes. Each Seller Party has withheld all amounts required by law or agreement to be withheld from the wages or salaries of the Business Employees, and no Seller Party is liable for any arrears of any tax or penalties for failure to comply with the foregoing. (f) Schedule 4.22(f) sets forth each Employee Pension Benefit Plan (as defined in Section 3(2) of ERISA) maintained by any Seller Party (each a "Seller Party Plan") and applicable to the Business Employees. The Seller Parties are in compliance in all material respects with all applicable laws and regulations respecting such Seller Party Plans.

Employees and Employee Relations. (a) SCHEDULE 4.22(A) contains a current, correct and complete list of the names and current hourly wage, monthly salary and other compensation of all employees who are or who will provide services at the Hospital (collectively, the "Business Employees"), together with a summary (containing estimates to the extent necessary) of the individual's existing bonuses, additional compensation and other benefits (whether current or deferred), if any, accrued, paid or payable to each such individual for services rendered or to be rendered through the fiscal period ending September 30, 2005. Except as set forth on Schedule 4.22(aSCHEDULE 4.22(A), all of the employees who are or will provide services at either Hospital (collectively the "Business Employees") Employees are "at will" employees. Except as set forth on Schedule 4.22(aSCHEDULE 4.22(A), no Seller Party is a party to any oral (express or implied) or written: (i) employment agreement, or (ii) agreement that contains any severance or termination pay obligations, with any Business Employee. The Seller Parties have provided made available true, correct and current copies (or, if not written, accurate descriptions of the parties and terms) of such agreements to the Purchaser Parties. (b) Except as set forth on Schedule 4.22(bSCHEDULE 4.22(B), no Business Employee is represented by any labor union, trade association or other employee organization, no demand for recognition has been made by any labor union with respect to the Business Employees, and there is not and has not been any labor union organizing activity at either the Hospital during the periods it has been operated by any Seller Party. Except as set forth on Schedule 4.22(bSCHEDULE 4.22(B), no Seller Party is a party to any collective bargaining agreement or understanding with any labor union, trade association or other employee organization with respect to any Business Employee and no such agreements are currently being proposed and/or negotiated. (c) Except as set forth on Schedule 4.22(cSCHEDULE 4.22(C), there is no labor dispute, work stoppage, strike, slowdown, walkout, lockout, or any other interruption or disruption of operations at either the Hospital as a result of labor disputes or disturbances with respect to the Business Employees and there is no investigation, grievance, arbitration, complaint, claim or other dispute or controversy (collectively, the "Labor Proceeding") pending or threatened, between any Seller Party and any present or former Business Employee, nor have any discharges or terminations of any former Business Employee occurred which would form the basis for any claim of discrimination against any Seller Party. Except as set forth on Schedule 4.22(cSCHEDULE 4.22(C), no Seller Party has any Knowledge of any facts or past, current or contemplated event that could form the basis for any such Labor Proceeding, nor has there been any such Labor Proceeding within the past twelve (12) months. (d) Except as set forth on Schedule 4.22(dSCHEDULE 4.22(D), no Seller Party has received any notice that any vice president, director or director-level employee, or higher, of any Seller Party Vertias or any group of Business Employees, has any plans to terminate his or her employment or affiliation with any Seller Party. (e) Each Seller Party Veritas has complied with and is currently in compliance with, and no Seller Party Veritas has not received any notice of noncompliance with, any and all applicable laws relating to the employment of labor, including, without limitation, any provisions relating to wages, hours, equal employment, occupational safety and health, workers' compensation, unemployment insurance, collective bargaining, immigration, affirmative action and the payment and withholding of social security and other taxes. Each Seller Party Veritas has withheld all amounts required by law or agreement to be withheld from the wages or salaries of the Business Employees, and no Seller Party Veritas is not liable for any arrears of any tax or penalties for failure to comply with the foregoing. (f) Schedule 4.22(fSCHEDULE 4.22(F) sets forth each Employee Pension Benefit Plan (as defined in Section 3(2) of ERISA) maintained by any Seller Party Veritas (each a "Seller Party Veritas Plan") and applicable to the Business Employees. The Seller Parties are Veritas is in compliance in all material respects with all applicable laws and regulations respecting such Seller Party Veritas Plans.

Employees and Employee Relations. (a) SCHEDULE 3.22(A) contains a current, correct and complete list of the names and current hourly wage, monthly salary, and other compensation of all employees who are providing, or who will provide, services at the Hospital (collectively, the "Business Employees"), together with a summary (containing estimates to the extent necessary) of the individuals' existing bonuses, additional compensation, and other benefits (whether current or deferred), if any, accrued, paid, or payable to each such individual for services rendered or to be rendered through the fiscal period ending December 31, 2004. Except as to the extent set forth on Schedule 4.22(aSCHEDULE 3.22(A), all of the employees who are or will provide services at either Hospital (collectively the "Business Employees") Employees are "at will" employees. Except as to the extent set forth on Schedule 4.22(aSCHEDULE 3.22(A), no Seller Borrower Party is a party to any oral (express or implied) or written: written (i) employment agreement, agreement or (ii) agreement that contains any severance or termination pay obligations, with any Business Employee. The Seller Borrower Parties have provided true, correct and current copies (or, if not written, accurate descriptions of the parties and terms) of such agreements to the Purchaser MPT Parties. (b) Except as to the extent set forth on Schedule 4.22(bSCHEDULE 3.22(B), no Business Employee is represented by any labor union, trade association association, or other employee organization, no demand for recognition has been made by any labor union with respect to the Business Employees, and there is not and has not been any labor union organizing activity at either the Hospital during the periods it has been operated by any Seller Borrower Party. Except as to the extent set forth on Schedule 4.22(bSCHEDULE 3.22(B), no Seller Borrower Party is a party to any collective bargaining agreement or understanding with any labor union, trade association association, or other employee organization with respect to any Business Employee and no such agreements are currently being proposed and/or negotiated. (c) Except as to the extent set forth on Schedule 4.22(cSCHEDULE 3.22(C), there is no labor dispute, work stoppage, strike, slowdown, walkout, lockout, or any other interruption or disruption of operations at either the Hospital as a result of labor disputes or disturbances with respect to the Business Employees and Employees. Further, there is no investigation, grievance, arbitration, complaint, claim or other dispute or controversy (collectively, the a "Labor Proceeding") pending or threatenedor, to the Borrower Parties' Knowledge, threatened between any Seller Borrower Party and any present or former Business Employee, nor have any discharges or terminations of any former Business Employee occurred which would form the basis for any claim of discrimination against a Borrower Party, and any Seller PartyBorrower Party shall promptly notify the MPT Parties upon its receipt of any of the foregoing. Except as to the extent set forth on Schedule 4.22(cSCHEDULE 3.22(C), no Seller Borrower Party has any Knowledge of any facts or any past, current or contemplated event that could form the basis for any such Labor Proceeding, nor has there been any such Labor Proceeding within the past twelve (12) months. (d) Except as set forth on Schedule 4.22(dSCHEDULE 3.22(D), no Seller Borrower Party has received any notice that any vice president, director or director-level employee, or higher, of any Seller Borrower Party or any group of Business Employees, Employees has any plans to terminate his or her employment or affiliation with any Seller Borrower Party. (e) Each Seller Borrower Party has complied with and with, is currently and shall remain in compliance with, and no Seller Party has received any no notice of noncompliance with, with any and all applicable laws relating to the employment of labor, including, without limitation, any provisions relating to wages, hours, equal employment, occupational safety and health, workers' compensation, unemployment insurance, collective bargaining, immigration, affirmative action action, and the payment and withholding of social security and other taxes. Each Seller Borrower Party has withheld and shall withhold all amounts required by law or agreement to be withheld from the wages or salaries of the Business Employees, and no Seller Borrower Party is liable for any arrears of any tax or penalties for failure to comply with the foregoing. (f) Schedule 4.22(fSCHEDULE 3.22(F) sets forth each Employee Pension Benefit Plan (as defined in Section 3(2) of ERISA) maintained by any Seller Borrower Party (each a "Seller Borrower Party Plan") and applicable to the Business Employees. The Seller Borrower Parties are in compliance in all material respects with all applicable laws and regulations respecting such Seller Borrower Party Plans.

Employees and Employee Relations. (a) Schedule 4.22(a) contains a current, correct and complete list of the names and current hourly wage, monthly salary and other compensation of all employees who are or who will provide services at the Hospital or the MOB (collectively, the "Business Employees"), together with a summary (containing estimates to the extent necessary) of the individual's existing bonuses, additional compensation and other benefits (whether current or deferred), if any, accrued, paid or payable to each such individual for services rendered or to be rendered through the fiscal period ending December 31, 2004. Except as set forth on Schedule 4.22(a), all of the employees who are or will provide services at either Hospital (collectively the "Business Employees") Employees are "at will" employees. Except as set forth on Schedule 4.22(a), no Seller Party is a party to any oral (express or implied) or written: (i) employment agreement, or (ii) agreement that contains any severance or termination pay obligations, with any Business Employee. The Seller Parties have provided true, correct and current copies (or, if not written, accurate descriptions of the parties and terms) of such agreements to the Purchaser Parties. (b) Except as set forth on Schedule 4.22(b), no Business Employee is represented by any labor union, trade association or other employee organization, no demand for recognition has been made by any labor union with respect to the Business Employees, and there is not and has not been any labor union organizing activity at either the Hospital during the periods it has been operated by any Seller Party. Except as set forth on Schedule 4.22(b), no Seller Party is a party to any collective bargaining agreement or understanding with any labor union, trade association or other employee organization with respect to any Business Employee and no such agreements are currently being proposed and/or negotiated. (c) Except as set forth on Schedule 4.22(c), there is no labor dispute, work stoppage, strike, slowdown, walkout, lockout, or any other interruption or disruption of operations at either the Hospital or the MOB as a result of labor disputes or disturbances with respect to the Business Employees and there is no investigation, grievance, arbitration, complaint, claim or other dispute or controversy (collectively, the "Labor Proceeding") pending or threatened, between any Seller Party and any present or former Business Employee, nor have any discharges or terminations of any former Business Employee occurred which would form the basis for any claim of discrimination against any Seller Party. Except as set forth on Schedule 4.22(c), no Seller Party has any Knowledge of any facts or past, current or contemplated event that could form the basis for any such Labor Proceeding, nor has there been any such Labor Proceeding within the past twelve (12) months. (d) Except as set forth on Schedule 4.22(d), no Seller Party has received any notice that any vice president, director or director-level employee, or higher, of any Seller Party or any group of Business Employees, has any plans to terminate his or her employment or affiliation with any Seller Party. (e) Each Seller Party has complied with and is currently in compliance with, and no Seller Party has received any notice of noncompliance with, any and all applicable laws relating to the employment of labor, including, without limitation, any provisions relating to wages, hours, equal employment, occupational safety and health, workers' compensation, unemployment insurance, collective bargaining, immigration, affirmative action and the payment and withholding of social security and other taxes. Each Seller Party has withheld all amounts required by law or agreement to be withheld from the wages or salaries of the Business Employees, and no Seller Party is liable for any arrears of any tax or penalties for failure to comply with the foregoing. (f) Schedule 4.22(f) sets forth each Employee Pension Benefit Plan (as defined in Section 3(2) of ERISA) maintained by any Seller Party (each a "Seller Party Plan") and applicable to the Business Employees. The Seller Parties are in compliance in all material respects with all applicable laws and regulations respecting such Seller Party Plans.