Common use of Employees and Independent Contractors Clause in Contracts

Employees and Independent Contractors. (a) With respect to the Business of Seller: (i) There is no collective bargaining agreement or relationship with any labor organization; no labor organization or group of employees has filed any representation petition or made any written or oral demand for recognition; no labor strike, work stoppage, slowdown, or other material labor dispute has occurred, and none is underway or, to the Knowledge of any Seller Party, threatened; and, to the Knowledge of any Seller Party, no union organizing or decertification efforts are underway or threatened and no other question concerning representation exists; (ii) To the Knowledge of any Seller Party, no executive or manager of Seller (A) has any present intention to terminate his or her employment, or (B) is a party to any confidentiality, non-competition, proprietary rights, or other such agreement between such employee and any Person besides Seller that would be material to the performance of such employee’s employment duties, or the ability of Seller or Buyer to conduct the Business of Seller; (iii) There is no workers’ compensation Liability, experience, or matter outside the Ordinary Course of Business; (iv) There is no employment-related charge, complaint, grievance, investigation, inquiry, or obligation of any kind, pending or threatened in any forum, relating to an alleged violation or breach by Seller (or any of its current or former shareholders, directors, officers, employees, independent contractors or agents) of any Law or Contract; and (v) To the Knowledge of any Seller Party, no current or former shareholders, directors, officers, employees, independent contractors, or agents has committed any act or omission giving rise to material Liability for any violation or breach identified in subsection (iv) above. (b) Except as set forth in Schedule 3.13(b), there are no: (i) employment agreements, producer agreements, agent representation agreements, non-competition agreements, non-solicitation agreements, non-disclosure agreements, confidentiality agreements, or similar Contracts with any employees of Seller; (ii) severance agreements with any former employees of Seller; or (iii) independent contractor agreements with any independent contractors of Seller. True and complete copies of all such Contracts have been provided to Buyer before Agreement Date. (c) No employee of Seller is on a paid or unpaid leave of absence, including, without limitation, a leave of absence (i) under the federal Family and Medical Leave Act (FMLA) or any similar state or local Law or (ii) for service in the United States Armed Forces, Reserves, National Guard, or other “uniformed services” as defined in the Uniformed Services Employment and Reemployment Rights Act of 1994, as amended, or has given written notice of his or her intent to take such leave within the ninety (90)-day period following the Effective Date. (d) Within the past three (3) years, Seller has not implemented any plant closing or layoff of employees that could implicate the Worker Adjustment and Retraining Notification Act of 1988, as amended (the WARN Act), or any similar state, local, or non-U.S. Law, and no such action will be implemented without advance notification to Buyer.

Employees and Independent Contractors. (a) With Schedule 4.18(a) lists each Owner Operator and each Business Employee as of the Closing, and includes the following information with respect to each such individual: status (employee or Independent Contractor); original hire or engagement date; employing entity; annualized salary or rate of pay; status as exempt or non-exempt under the Business Fair Labor Standards Act; leave status (including duration of Seller: (i) There is no collective bargaining agreement or relationship with any labor organizationleave and expected return to work date); no labor organization or group of employees has filed any representation petition or made any written or oral demand for recognition; no labor strike, work stoppage, slowdown, or other material labor dispute has occurred, and none is underway or, to the Knowledge details of any Seller Party, threatened; and, to the Knowledge applicable visa of any Seller Party, no union organizing or decertification efforts are underway or threatened such individual; and no other question concerning representation exists; (ii) To the Knowledge details of any Seller Party, no executive co-employment relationship. Schedule 4.18(a) identifies all Business Employees who are not employed by any Company “at will” and all Contracts with Independent Contractors that may not be terminated by the applicable Company without notice or manager of Seller (A) has any present intention to terminate his or her employment, or (B) is a party to any confidentiality, non-competition, proprietary rights, or other such agreement between such employee and any Person besides Seller that would be material to the performance of such employee’s employment duties, or the ability of Seller or Buyer to conduct the Business of Seller; (iii) There is no workers’ compensation Liability, experience, or matter outside the Ordinary Course of Business; (iv) There is no employment-related charge, complaint, grievance, investigation, inquiry, or obligation of any kind, pending or threatened in any forum, relating to an alleged violation or breach by Seller (or any of its current or former shareholders, directors, officers, employees, independent contractors or agents) of any Law or Contract; and (v) To the Knowledge of any Seller Party, no current or former shareholders, directors, officers, employees, independent contractors, or agents has committed any act or omission giving rise to material Liability for any violation or breach identified in subsection (iv) abovepenalty. (b) Except as set forth in on Schedule 3.13(b4.18(b), there are no: (i) employment agreementseach Company has not entered into and is not currently negotiating any employment, producer agreementsconsulting, agent representation agreementsseverance, non-competition agreementsretention, non-solicitation agreements, non-disclosure agreements, confidentiality agreements, change of control or similar Contracts contract with any employees of Seller; (ii) severance agreements with any former employees of Seller; or (iii) independent contractor agreements with any independent contractors of Seller. True and complete copies of all such Contracts have been provided to Buyer before Agreement DatePerson. (c) No employee To Seller’s Knowledge, no executive Business Employee or Independent Contractor of Seller is on a paid any Company and no group of Business Employees or unpaid leave Independent Contractors of absenceany Company has any plans to terminate or materially alter his, including, without limitation, a leave of absence (i) under the federal Family and Medical Leave Act (FMLA) her or any similar state their employment or local Law or (ii) for service in the United States Armed Forces, Reserves, National Guard, or other “uniformed services” as defined in the Uniformed Services Employment and Reemployment Rights Act of 1994, as amended, or has given written notice of his or her intent to take such leave within the ninety (90)-day period following the Effective Dateengagement. (d) Within No Company is a party to and has never been bound by, the past three (3) years, Seller has not implemented terms of any plant closing or layoff of employees that could implicate the Worker Adjustment and Retraining Notification Act of 1988, as amended (the WARN Act), collective bargaining agreement or any similar state, local, other Contract with any labor union or non-U.S. Lawrepresentative of employees, and no such agreements are being negotiated. There are no labor disputes existing or, to Seller’s Knowledge, threatened involving, by way of example, organizing activity, strikes, work stoppages, slowdowns, picketing or any other interference with work or production, or any other concerted action will by employees of any Company and no Company has experienced any material labor difficulties during the last five years. (e) All wages, salaries, commissions, bonuses and other compensation are paid and/or accrued for on the monthly financial statements for the period then ended in the Ordinary Course of Business. Since the Latest Financial Statements no Company has incurred any wages, salaries, commissions, bonuses and other compensation outside the Ordinary Course of Business except as set forth on Schedule 4.18(e). (f) Each Business Employee and Independent Contractor of each Company is lawfully authorized to work in the United States. (g) Except as set forth on Schedule 4.18(g), no Company is subject to any order, settlement or consent decree with any present or former Business Employee, employee representative or other Person, including any Governmental Entity, relating to claims in respect of employment or labor practices and policies (including practices relating to discrimination, wage payments, recordkeeping, employment classification and immigration). No Governmental Entity has issued a judgment, order, decree or finding with respect to the labor or employment practices (including practices relating to discrimination, wage payments, recordkeeping, employment classification and immigration) of any Company. (h) Except as set forth on Schedule 4.18(h), each Company is and has been throughout the six year period prior to the Closing in compliance in all material respects with all applicable Laws and Orders relating to the employment of labor. (i) The Companies’ Contracts and other understandings with Independent Contractors comply with the Federal Leasing Regulations under 49 CFR Part 376. Except as set forth on Schedule 4.18(i), such Contracts constitute a bona fide agreement whereby such individuals are independent contractors to, and are not employees of, the Companies, and there is no Litigation pending or, to Seller’s Knowledge, threatened at law or in equity by or before any Governmental Entity that challenges (i) any Company’s compliance with any Laws relating to the retention or classification of independent contractors, (ii) the independent contractor nature of such Contracts or any Independent Contractor’s work status, or (iii) other understandings or arrangements pertaining to any Independent Contractor of any nature whatsoever. (j) No Company is, or has been at any time during the three year period prior to the Closing, a contractor or subcontractor under Executive Order 11246. (k) Since the date that is one year prior to the Closing Date, neither any Seller nor any of the Companies have taken any action that is reasonably likely to cause Buyer or the Companies to be implemented without advance notification subjected to Buyerany liability under the WARN Act or any similar state statute.

Employees and Independent Contractors. (a) With respect to the Insurance Business of SellerSellers: (i) There is no collective bargaining agreement or relationship with any labor organization; no labor organization or group of employees has filed any representation petition or made any written or oral demand for recognition; no labor strike, work stoppage, slowdown, or other material labor dispute has occurred, and none is underway or, to the Knowledge of any Seller PartySeller, threatened; and, to the Knowledge of any Seller PartySeller, no union organizing or decertification efforts are underway or threatened and no other question concerning representation exists; (ii) To the Knowledge of any Seller PartySeller, no executive or manager of any Seller (A) has any present intention to terminate his or her employment, or (B) is a party to any confidentiality, non-competition, proprietary rights, or other such agreement between such employee and any Person besides Seller Sellers that would be material to the performance of such employee’s employment duties, or the ability of Seller Sellers or Buyer to conduct the Insurance Business of SellerSellers; (iii) There To the Knowledge of Sellers, there is no workers’ compensation Liability, experience, or matter outside the Ordinary Course of Business; (iv) There is no employment-related charge, complaint, grievance, investigation, inquiry, or obligation of any kind, pending or of which Sellers have received written notice, or, to the Knowledge of the Sellers, threatened in any forum, relating to an alleged violation or breach by any Seller (or any of its their respective current or former members, shareholders, managers, directors, officers, employees, independent contractors or agents) of any Law or Contract; and (v) To the Knowledge of any Seller PartySeller, no current or former members, managers, shareholders, directors, officers, employees, independent contractors, or agents has committed any act or omission giving rise to material Liability for any violation or breach identified in subsection (iv) above. (b) Except as set forth in Schedule 3.13(b), there are no: (i) employment agreements, producer agreements, agent representation agreements, non-competition agreements, non-solicitation agreements, non-disclosure agreements, confidentiality agreements, or similar Contracts with any employees of any Seller; (ii) severance agreements with any former employees of any Seller; or (iii) to the Knowledge of Sellers, independent contractor agreements with any independent contractors of any Seller. True and complete copies of all such Contracts have been provided to Buyer before Agreement Closing Date. (c) No employee of any Seller is on a paid or unpaid leave of absence, including, without limitation, a leave of absence (i) under the federal Family and Medical Leave Act (FMLA) or any similar state or local Law or (ii) for service in the United States Armed Forces, Reserves, National Guard, or other “uniformed services” as defined in the Uniformed Services Employment and Reemployment Rights Act of 1994, as amended, or has given written notice of his or her intent to take such leave within the ninety (90)-day period following the Effective Closing Date. (d) Within the past three (3) years, no Seller has not implemented any plant closing or layoff of employees that could implicate the Worker Adjustment and Retraining Notification Act of 1988, as amended (the WARN Act), or any similar state, local, or non-U.S. Law, and no such action will be implemented without advance notification to Buyer.

Employees and Independent Contractors. Schedule 4.13 (aunder the heading “Polymers” with regard to the employees and Independent Contractors engaged in the Polymers Business, and under the heading “Base Chemicals” with regard to the employees and Independent Contractors engaged in the Base Chemicals Business) With contains a list of all of the employees (whether full-time, part-time or otherwise) and all of the Independent Contractors employed or contracted by the Sellers or their Affiliates primarily in connection with the Business, in each case as of the Original APA Date, specifying their position, status, annualized salary, hourly wages or consulting or other independent contractor fees, as applicable, date of hire (or entry into an independent contractor agreement), work location, length or hours of service, together with a notation next to the name of any employee or Independent Contractor on such list who is subject to any Employment Agreement aside from the Labor Agreements. Schedule 4.13 sets forth a list of all such Employment Agreements, and the Sellers have provided to the Purchaser true and correct copies of each such Employment Agreement. To the Sellers’ Knowledge, except as set forth in Schedule 4.13, the Employment Agreements or the Labor Agreements, none of the Sellers nor any of their respective Affiliates has made a binding commitment (written or otherwise) to any Business Employee or Independent Contractor with respect to the Business of Seller: (i) There is no collective bargaining agreement or relationship with any labor organization; no labor organization or group of employees has filed any representation petition or made any written or oral demand for recognition; no labor strikecompensation, work stoppagepromotion, slowdownretention, termination, or other material labor dispute severance in connection with the transactions contemplated by this Agreement. None of the Sellers nor their Affiliates has occurred, and none is underway or, received a pending claim from any Governmental Entity to the Knowledge effect that such Person has improperly classified as an independent contractor any Person named as an Independent Contractor on Schedule 4.13. Unless otherwise indicated on Schedule 4.13, as of any Seller Party, threatened; and, to the Knowledge of any Seller PartyOriginal APA Date, no union organizing Business Employee or decertification efforts are underway Independent Contractor has given written notice, or threatened and no other question concerning representation exists; (ii) To has been given notice by any of the Knowledge Sellers or any of any Seller Partytheir Affiliates, no executive or manager of Seller (A) has any present intention an intent to terminate his or her employment, employment or (B) is a party to independent contractor relationship with any confidentiality, non-competition, proprietary rights, or other such agreement between such employee and any Person besides Seller that would be material to of the performance of such employee’s employment duties, or the ability of Seller or Buyer to conduct the Business of Seller; (iii) There is no workers’ compensation Liability, experience, or matter outside the Ordinary Course of Business; (iv) There is no employment-related charge, complaint, grievance, investigation, inquiry, or obligation of any kind, pending or threatened in any forum, relating to an alleged violation or breach by Seller (Sellers or any of its current or former shareholders, directors, officers, employees, independent contractors or agents) of any Law or Contract; and (v) To the Knowledge of any Seller Party, no current or former shareholders, directors, officers, employees, independent contractors, or agents has committed any act or omission giving rise to material Liability for any violation or breach identified in subsection (iv) abovetheir Affiliates. (b) Except as set forth in Schedule 3.13(b), there are no: (i) employment agreements, producer agreements, agent representation agreements, non-competition agreements, non-solicitation agreements, non-disclosure agreements, confidentiality agreements, or similar Contracts with any employees of Seller; (ii) severance agreements with any former employees of Seller; or (iii) independent contractor agreements with any independent contractors of Seller. True and complete copies of all such Contracts have been provided to Buyer before Agreement Date. (c) No employee of Seller is on a paid or unpaid leave of absence, including, without limitation, a leave of absence (i) under the federal Family and Medical Leave Act (FMLA) or any similar state or local Law or (ii) for service in the United States Armed Forces, Reserves, National Guard, or other “uniformed services” as defined in the Uniformed Services Employment and Reemployment Rights Act of 1994, as amended, or has given written notice of his or her intent to take such leave within the ninety (90)-day period following the Effective Date. (d) Within the past three (3) years, Seller has not implemented any plant closing or layoff of employees that could implicate the Worker Adjustment and Retraining Notification Act of 1988, as amended (the WARN Act), or any similar state, local, or non-U.S. Law, and no such action will be implemented without advance notification to Buyer.

Employees and Independent Contractors. The Company has made available to Parent a list, as of the date of this Agreement, of all of the employees of the Company and its Subsidiaries and (a) With respect their titles or responsibilities; (b) the dates of hire; (c) their current salaries or wages and all bonuses, commissions and incentives paid at any time during the past twelve months; (d) their last compensation changes and the dates on which such changes were made; (e) any current bonus, commission or incentive plans or agreements for or with them; and (f) any outstanding loans or advances made to them. The Company has made available to Parent a list, as of the Business date of Seller: this Agreement, of all sales representatives and independent contractors engaged by the Acquired Companies and (ia) There their tax identification numbers and state or country of residence; (b) their payment arrangements; and (c) brief description of their jobs or projects currently in progress. Except as limited by any employment Contracts and except for any limitations of general application which may be imposed under applicable Law, each of the Acquired Companies has the right to terminate the employment of each of its employees at will and to terminate the engagement of any of its independent contractors without payment to such employee or independent contractor other than for services rendered through termination and without incurring any penalty or liability other than liability for severance pay in accordance with such Acquired Company’s severance pay policy. Except as listed in Section 3.15 of the Company Disclosure Letter, none of the Acquired Companies is no a party to or bound by any union or collective bargaining agreement, nor is any such union or collective bargaining agreement currently being negotiated by or relationship with on behalf of any labor organization; no labor organization or group of employees the Acquired Companies. Since November 1, 1999, none of the Acquired Companies has filed experienced any representation petition or made any written or oral demand for recognition; no labor strike, work stoppage, work slowdown, lockout or other material labor dispute union organizing activity that has occurredhad a Material Adverse Effect, and none nor is underway there now pending or, to the Knowledge knowledge of the Company, threatened any Seller Partystrike, threatened; andwork stoppage, work slowdown, lockout or union organizing activity which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company has historically used commercially reasonable efforts to execute agreements with independent contractors that contain restrictions that adequately protect the proprietary and confidential information of the Acquired Companies and vest in the Acquired Companies the full ownership of items developed by such contractor. There are no controversies pending or, to the Knowledge knowledge of any Seller Partythe Company, no union organizing threatened between the Company or decertification efforts are underway or threatened and no other question concerning representation exists; (ii) To the Knowledge of any Seller Party, no executive or manager of Seller (A) has any present intention to terminate his or her employment, or (B) is a party to any confidentiality, non-competition, proprietary rights, or other such agreement between such employee its Subsidiaries and any Person besides Seller that of their respective employees, except for such controversies which have not had and would not reasonably be material expected to have, individually or in the aggregate, a Material Adverse Effect. Except as listed in Section 3.15 of the Company Disclosure Letter, there are no unfair labor practice complaints, grievances or labor arbitration proceedings pending or to the performance knowledge of such employee’s employment dutiesthe Company, or threatened. Since November 1, 2000, neither the ability of Seller or Buyer to conduct the Business of Seller; (iii) There is no workers’ compensation Liability, experience, or matter outside the Ordinary Course of Business; (iv) There is no employment-related charge, complaint, grievance, investigation, inquiry, or obligation of any kind, pending or threatened in any forum, relating to an alleged violation or breach by Seller (or Company nor any of its current or former shareholders, directors, officers, employees, independent contractors or agents) of any Law or Contract; and (v) To the Knowledge of any Seller Party, no current or former shareholders, directors, officers, employees, independent contractors, or agents Subsidiaries has committed any act or omission giving rise to material Liability for any violation or breach identified in subsection (iv) above. (b) Except as set forth in Schedule 3.13(b), there are no: effectuated (i) employment agreements, producer agreements, agent representation agreements, non-competition agreements, non-solicitation agreements, non-disclosure agreements, confidentiality agreements, or similar Contracts with any employees of Seller; (ii) severance agreements with any former employees of Seller; or (iii) independent contractor agreements with any independent contractors of Seller. True and complete copies of all such Contracts have been provided to Buyer before Agreement Date. (c) No employee of Seller is on a paid or unpaid leave of absence, including, without limitation, a leave of absence (i) under the federal Family and Medical Leave Act (FMLA) or any similar state or local Law or (ii) for service in the United States Armed Forces, Reserves, National Guard, or other “uniformed servicesplant closing” as defined in the Uniformed Services Employment and Reemployment Rights Act of 1994, as amended, or has given written notice of his or her intent to take such leave within the ninety (90)-day period following the Effective Date. (d) Within the past three (3) years, Seller has not implemented any plant closing or layoff of employees that could implicate the Worker Adjustment and Retraining Notification Act (“WARN Act”), affecting any single site of 1988, employment or one or more facilities or operating units within any single site of employment or facility of the Company or any of its Subsidiaries or (ii) a “mass layoff” (as amended (defined in the WARN Act), ) affecting any single site of employment or facility of the Company or any similar of its Subsidiaries; nor has the Company or any of its Subsidiaries been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any state, locallocal or foreign law or regulation similar to the WARN Act. To the knowledge of the Company, or non-U.S. Law, and no such action will be implemented without advance notification neither the Company’s nor any of its Subsidiaries’ employees has suffered an “employment loss” (as defined in the WARN Act) in the ninety (90) days prior to Buyerthe date of this Agreement.