Common use of Employees and Labor Matters Clause in Contracts

Employees and Labor Matters. No Brand Company is party to or bound by (a) any written contract related to the employment of any individual or (b) a collective bargaining or other agreement with any labor union or other labor organization, and no Brand Company is negotiating or required to negotiate any such agreement with a labor union or other labor organization. No Brand Company is subject to any pending or threatened representation or certification proceedings or demand for recognition or certification. There are no pending or threatened strikes, lockouts, union organization activities (including, but not limited to, union organization campaigns or requests for representation), pickets, slowdowns, stoppages, or labor disputes in respect of any Brand Company. Purchaser has been provided access to a list containing the name, job title, rate of compensation, classification as exempt or non-exempt from overtime pay and vacation, sick time and personal leave accruals as of the date hereof, of each individual who, as of the date hereof, primarily performs services to the Brand Business and including all employees on authorized leave as of the date hereof (together with any employees or independent contractors hired or engaged by any Brand Company following the date hereof and prior to the Closing Date, the “Brand Employees”). Each Brand Company has at all times complied in all material respects with all Applicable Laws relating to labor or employment practices, terms, and conditions of employment, equal employment opportunity, nondiscrimination, sexual harassment, immigration, wages, hours, benefits, collective bargaining and similar requirements, the payment of Social Security and similar Taxes, and occupational safety and health (collectively, “Employment Practices”), and no Brand Company is engaged in any unfair labor practice, except where the failure to so comply has not had and would not reasonably be expected to have, individually or in the aggregate, a material liability. There are no pending or threatened, Proceedings or investigations relating to the Employment Practices of any Brand Company. No Brand Company employee is in violation of any noncompete, nonsolicitation, nondisclosure, confidentiality, employment, consulting or similar agreement with a third party in connection with his or her employment with a Brand Company. Any other representation or warranty contained in this Agreement notwithstanding, the representations and warranties contained in this Section 5.16 constitute the sole representations and warranties of Seller relating to employee and labor matters.

Employees and Labor Matters. No Brand (i) Except as set forth in Section 5Q of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries is a party to or bound by (a) any written contract related to the employment of any individual or (b) Contract that is a collective bargaining agreement that pertains to employees of the Company or any of its Subsidiaries. To the Knowledge of the Company, there are no union organizing activities underway or threatened against the Company or any of its Subsidiaries. There is, and during the past three (3) years there has been, no strike, slowdown, work stoppage, lockout or other agreement material labor dispute pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has materially breached or otherwise failed to comply in any material respect with any labor union or other labor organization, and no Brand Company is negotiating or required to negotiate any such agreement with a labor union or other labor organization. No Brand Company is subject to any pending or threatened representation or certification proceedings or demand for recognition or certification. There are no pending or threatened strikes, lockouts, union organization activities (including, but not limited to, union organization campaigns or requests for representation), pickets, slowdowns, stoppages, or labor disputes in respect the provisions of any Brand Company. Purchaser has been provided access to Contract that is a list containing the name, job title, rate of compensation, classification as exempt or non-exempt from overtime pay and vacation, sick time and personal leave accruals as of the date hereof, of each individual who, as of the date hereof, primarily performs services to the Brand Business and including all employees on authorized leave as of the date hereof (together with any employees or independent contractors hired or engaged by any Brand Company following the date hereof and prior to the Closing Date, the “Brand Employees”). Each Brand Company has at all times complied in all material respects with all Applicable Laws relating to labor or employment practices, terms, and conditions of employment, equal employment opportunity, nondiscrimination, sexual harassment, immigration, wages, hours, benefits, collective bargaining and similar requirementsagreement. (ii) During the past three (3) years, neither the payment Company nor any of Social Security and similar Taxes, and occupational safety and health (collectively, “Employment Practices”), and no Brand Company its Subsidiaries has engaged or is engaged engaging in any unfair labor practice. No unfair labor practice charge or complaint or any other charge of complaint is pending or, except where to the Knowledge of the Company, threatened with respect to the Company or any of its Subsidiaries before the National Labor Relations Board, the Equal Employment Opportunity Commission or any other Governmental Entity. (iii) The Company and each of its Subsidiaries have withheld and paid to the appropriate Governmental Entity or are holding for payment not yet due to such Governmental Entity all amounts required to be withheld from employees of the Company or any of its Subsidiaries and are not liable for any material arrears of wages, taxes, penalties or other sums for failure to so comply has not had and would not reasonably be expected to have, individually or in the aggregate, a material liability. There are no pending or threatened, Proceedings or investigations with any applicable Laws relating to the Employment Practices employment of any Brand Companylabor. No Brand The Company employee is and each of its Subsidiaries have paid in violation full to all their respective employees or adequately accrued for all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of any noncompete, nonsolicitation, nondisclosure, confidentiality, employment, consulting or similar agreement with a third party in connection with his or her employment with a Brand Company. Any other representation or warranty contained in this Agreement notwithstanding, the representations and warranties contained in this Section 5.16 constitute the sole representations and warranties of Seller relating to employee and labor matterssuch employees.

Employees and Labor Matters. (a) The Company has made available a list of each Company Employee as of ten (10) Business Days before the date hereof, and such list includes, for each Company Employee, such employee’s (i) wages, salary or hourly rate of pay, (ii) commission, bonus, or other short-term cash incentive compensation opportunity, (iii) date of hire, (iv) job title, (v) exempt or non-exempt status under the Fair Labor Standards Act and (vi) principal work location (including, for Company Employees who primarily work remotely, their primary remote work location). No Brand Company Employee’s principal work location is outside of the United States. (b) No Group Company is party to or is otherwise bound by (a) any written contract related collective bargaining agreement and there are no labor unions or other organizations or groups representing, purporting to represent or attempting to represent any of the Company Employees. There is no pending or, to the employment knowledge of the Company, threatened strike, slowdown, picketing or work stoppage by, or lockout of, or other similar labor activity or organizing campaign, or any individual unfair labor practice charges or (b) proceedings, or other disputes involving a labor organization or with respect to unionization or collective bargaining or other agreement with any labor union or other labor organization, and no Brand Company is negotiating or required to negotiate any such agreement with a labor union or other labor organization. No Brand Company is subject respect to any pending or threatened representation or certification proceedings or demand for recognition or certification. There are no pending or threatened strikes, lockouts, union organization activities (including, but not limited to, union organization campaigns or requests for representation), pickets, slowdowns, stoppages, or labor disputes in respect of any Brand Company. Purchaser has been provided access to a list containing the name, job title, rate of compensation, classification as exempt or non-exempt from overtime pay and vacation, sick time and personal leave accruals Company Employees as of the date hereof. (c) The Group Companies are, of each individual whoand for the past three years have been, as in material compliance with all applicable Laws pertaining to employment and employment practices to the extent they relate to Company Employees and independent contractors of the date hereofGroup Companies, primarily performs services to the Brand Business and including all employees on authorized leave as of the date hereof (together with any employees or independent contractors hired or engaged by any Brand Company following the date hereof and prior to the Closing Date, the “Brand Employees”). Each Brand Company has at all times complied in all material respects with all Applicable Laws relating to labor or relations, equal employment opportunities, fair employment practices, termsemployment discrimination, and conditions of employmentharassment, equal employment opportunityretaliation, nondiscriminationreasonable accommodation, sexual harassmentdisability rights or benefits, immigration, wages, hours, benefitsovertime compensation, collective bargaining child labor, hiring, promotion and similar requirementstermination of employees, the payment working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of Social Security absence and similar Taxes, and occupational safety and health (collectively, “Employment Practices”), and no Brand Company is engaged in any unfair labor practice, except where the failure to so comply has not had and unemployment insurance. Except as would not reasonably be expected to have, individually or result in the aggregate, a material liabilityLiability for the Group Companies, all individuals characterized and treated by the Group Companies as consultants or independent contractors are properly treated as independent contractors under all applicable Laws. Except as would not result in a material Liability for the Group Companies, all Company Employees classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. There are no pending Actions against the Group Companies pending, or threatened, Proceedings or investigations relating to the Employment Practices of any Brand Company. No Brand Company employee is Group Companies’ knowledge, threatened in violation of any noncompetewriting to be brought or filed, nonsolicitation, nondisclosure, confidentiality, employment, consulting or similar agreement with a third party in connection with his the employment of any current or her former applicant, Company Employee, consultant, volunteer, intern or independent contractor of the Group Companies, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wages and hours or any other employment related matter arising under applicable Laws. To the knowledge of the Company, no director, officer or other managerial employee of the Group Companies currently is the subject of any sexual harassment complaint, allegation or investigation by any Governmental Entity, and neither the Company nor any Group Company has, within the last five (5) years, been subject to any lawsuit, arbitration or settlement involving allegations of sexual harassment. (d) The Group Companies have complied with a Brand all material information reporting and backup withholding requirements pertaining to the Group Companies, including the maintenance of required records with respect thereto, in connection with amounts paid to any employee or individual independent contractor of any Group Company. Any . (e) The Group Companies are in material compliance with the Worker Adjustment and Retraining Notification Act of 1988 (29 USC § 2101), as amended, and any other representation or warranty contained applicable Laws regarding redundancies, reductions in this Agreement notwithstandingforce, mass layoffs, and plant closings (collectively, the representations “WARN Act”) and warranties contained in this Section 5.16 constitute have no material liabilities or obligations pursuant thereto. During the sole representations and warranties of Seller relating last six (6) years, there has been no “mass layoff” or “plant closing” (as defined by the WARN Act) with respect to employee and labor mattersany Company Employees for which proper notice under the WARN Act was not provided.

Employees and Labor Matters. No Brand Company is party to or bound by (a) any written contract related 22. Prior to the employment date hereof, the Seller has made available to the Buyer a list, current and effective as of any individual the date of this Agreement, of each Company Employee’s (i) wages, salary or hourly rate of pay, (bii) a collective bargaining or other agreement with any labor union or other labor organizationbonus opportunity, and no Brand Company is negotiating or required to negotiate any such agreement with a labor union or other labor organization. No Brand Company is subject to any pending or threatened representation or certification proceedings or demand for recognition or certification. There are no pending or threatened strikes(iii) date of hire, lockouts, union organization activities (including, but not limited to, union organization campaigns or requests for representation), pickets, slowdowns, stoppages, or labor disputes in respect of any Brand Company. Purchaser has been provided access to a list containing the name, job iv) title, rate of compensation, classification as (v) exempt or non-exempt from overtime pay status under the Fair Labor Standards Act of 1938, (vi) principal work location and vacation(vii) employer. No Company Employees’ principal work location is outside of the United States. No individual employed by Seller or any of its Affiliates, sick time other than a Company Employee, provides substantially all of their services to the Business (excluding the Reinsured Business). The Company has not had any employees since 2004 and personal leave accruals the Company Subsidiary never had any employees. 23. Neither the Company nor the Company Subsidiary is a party to or is otherwise bound by any collective bargaining agreement, and there are no labor unions or other organizations or groups representing, purporting to represent or attempting to represent any Company Employees. There is no pending or, to the Knowledge of the Seller, threatened strike, slowdown, picketing or work stoppage by, or lockout of, or other similar labor activity or organizing campaign with respect to, any Company Employees as of the date hereof, of each individual who, as . To the Knowledge of the date hereofSeller, primarily performs services to the Brand Business and including all employees on authorized leave as each of the date hereof (together with Company and the Company Subsidiary and, in respect of any employees or independent contractors hired or engaged by any Brand Company following Employees, each of the date hereof Seller and prior to the Closing Dateits Affiliates, the “Brand Employees”). Each Brand Company has at all times complied is in all material respects compliance with all Applicable applicable Laws relating to labor or respecting labor, employment, fair employment practices, terms, terms and conditions of employment, equal employment opportunitydiscrimination, nondiscriminationretaliation, sexual harassment, immigrationemployee classification, wages, hours, payment of benefits, collective bargaining and similar requirementswages and hours. 24. None of the execution, delivery or performance of this Agreement by Seller nor the consummation by the Seller of the transactions contemplated by this Agreement will (alone or in combination with any other event) result in (i) an increase in the amount of compensation or benefits or (ii) the acceleration of the vesting or timing of payment of Social Security and similar Taxes, and occupational safety and health (collectively, “Employment Practices”), and no Brand Company is engaged in any unfair labor practice, except where the failure compensation or benefits payable to so comply has not had and would not reasonably be expected to have, individually or in the aggregate, a material liability. There are no pending or threatened, Proceedings or investigations relating to the Employment Practices respect of any Brand Company. No Brand Company employee is in violation Employee, or current or former employee, officer, director or independent contractor of any noncompete, nonsolicitation, nondisclosure, confidentiality, employment, consulting either the Company or similar agreement with a third party in connection with his or her employment with a Brand Company. Any other representation or warranty contained in this Agreement notwithstanding, the representations and warranties contained in this Section 5.16 constitute the sole representations and warranties of Seller relating to employee and labor mattersCompany Subsidiary.

Employees and Labor Matters. No Brand Company is party to or bound by (a) any written contract related Seller, the Company and their respective Affiliates, with respect to the Business Employees, have complied with all Laws relating to the employment of any individual or (b) a collective bargaining or other agreement with any labor union or other labor organizationlabor, fair employment practices, terms and conditions of employment and termination of employment, wages and hours, and no Brand Company is negotiating classification as an employee of Seller or required to negotiate any such agreement with a labor union or other labor organization. No Brand Company is subject to any pending or threatened representation or certification proceedings or demand for recognition or certification. There are no pending or threatened strikes, lockouts, union organization activities (including, but not limited to, union organization campaigns or requests for representation), pickets, slowdowns, stoppages, or labor disputes in respect of any Brand Company. Purchaser has been provided access to a list containing the name, job title, rate of compensation, classification its Affiliates and as exempt or non-exempt from overtime pay exempt, except for any non-compliance which would not result in a material liability to the Company (and vacation, sick time and personal leave accruals as Acquiror shall be independently responsible for its conduct of the date hereof, of each individual who, as Business after the Closing Date and shall not be entitled to rely on prior operational practices or determinations of the date hereof, primarily performs services Seller relating to the Brand Business employment of labor). (b) There is no claim that has been asserted or is now pending or, to the Knowledge of Seller, threatened before any Governmental Authority with respect to, payment of wages, salary or overtime pay, or to which Seller, the Company and including all employees on authorized leave as of the date hereof (together with their respective Affiliates are a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to employees or independent contractors hired employment practices, and there is no charge of discrimination in employment or engaged by employment practices against the Company with respect to any Brand Company following the date hereof and prior Business Employee, which is now pending or to the Closing DateKnowledge of Seller threatened before the U.S. Equal Employment Opportunity Commission or any other Governmental Authority in any jurisdiction in which the Company employs any Business Employee, in each case which would result in a material liability to the Company. (c) Neither the Seller, the “Brand Company nor any of their respective Affiliates is a party to any collective bargaining agreement or other labor union contract applicable to the Business Employees”). Each Brand To the Knowledge of Seller, there are no organizational campaigns, petitions or other unionization activities seeking recognition of a collective bargaining unit relating to any Business Employee. In addition, to the Knowledge of Seller, (i) there is no pending or threatened strike, lockout, slowdown, work stoppage, job action, picketing or labor dispute, (ii) there is no unfair labor practice charge against Seller, the Company has at all times or any of their respective Affiliates pending before the National Labor Relations Board or any comparable labor relations authority, and (iii) there is no pending or threatened grievance, charge, complaint, audit or investigation by or before any Governmental Authority, in each case with respect to any Business Employee. (d) Seller, the Company and their respective Affiliates, with respect to the Business Employees, (i) have complied in all material respects with all Applicable Laws relating to labor the employment of labor, fair employment practices, (including equal employment opportunity laws), terms and conditions of employment and termination of employment, workers’ compensation, occupational safety and health, affirmative action, employee privacy, plant closings, and wages and hours; (ii) there is no claim that has been asserted or is now pending or, to the Knowledge of Seller, threatened before any Governmental Authority with respect to, payment of wages, salary or overtime pay, or to which Seller, the Company and their respective Affiliates are a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to employees or employment practices, termsand (iii) are not a party to any charge of discrimination in employment or employment practices, which is now pending or to the Knowledge of Seller threatened before the U.S. Equal Employment Opportunity Commission or any other Governmental Authority in any jurisdiction in which the Company employs any Business Employee, and conditions there is no claim with respect to payment of employment, equal employment opportunity, nondiscrimination, sexual harassment, immigration, wages, hourssalary or overtime pay that has been asserted or is now pending or, benefitsto the Knowledge of Seller, collective bargaining threatened before any Governmental Authority. Each Business Employee has been and similar requirementsis classified as an employee of the Seller or any of its Affiliates and as an “exempt” or “non-exempt” employee under applicable Law (and Acquiror shall be independently responsible for its conduct of the Business after the Closing Date and shall not be entitled to rely on Seller’s prior classification of the Transferred Employees). (e) Neither Seller, the payment Company nor any of Social Security their respective Affiliates has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act and the regulations promulgated thereunder or any similar Taxes, and occupational safety and health (collectively, “Employment Practices”), and no Brand Company is engaged in any unfair labor practice, except where the failure to so comply has not had and would not reasonably be expected to have, individually state or in the aggregate, a material liability. There are no pending or threatened, Proceedings or investigations relating to the Employment Practices of any Brand Company. No Brand Company employee is in violation of any noncompete, nonsolicitation, nondisclosure, confidentiality, employment, consulting or similar agreement with a third party in connection with his or her employment with a Brand Company. Any other representation or warranty contained in this Agreement notwithstanding, the representations and warranties contained in this Section 5.16 constitute the sole representations and warranties of Seller relating to employee and labor matterslocal Law that remains unsatisfied.

Employees and Labor Matters. No Brand (a) Schedule 3.22(a) sets forth the following information for each employee and director of the Company and each individual who is employed by any staffing agency or other Person and assigned to provide services to the Company, including each employee on leave of absence: name; employing entities; date of hire; and job titles; and a list of any employment, retention, severance, incentive, bonus, change of control or other agreement entered with such Person. The list of salaries and bonuses for each employee and director of the Company and each individual who is employed by any staffing agency or other Person assigned to provide services to the Company, previously provided to Buyer, are true and complete. (b) Except as set forth on Schedule 3.22(a), the Company is not a party to or bound by any express or implied, oral or written, employment contract or agreement (aincluding collective bargaining agreement or other labor contracts) applicable to any written contract related of its employees or contractors or to any person employed by a staffing agency or other Person and assigned to provide services to the employment Company (collectively, “Company Workers”). The Company has not agreed to recognize any union or other collective bargaining representative, nor has any union or other collective bargaining representative been certified as the exclusive bargaining representative of any individual or (b) a of the Company Workers. There is no question concerning representation as to any collective bargaining or other agreement with representative concerning any Company Worker and no labor union or other labor organizationrepresentative thereof claims to or, to the Knowledge of the Company, seeks to represent any Company Worker and no Brand Company union organizational campaign or representation petition is negotiating or required to negotiate any such agreement currently pending with a labor union or other labor organization. No Brand Company is subject respect to any pending or threatened representation or certification proceedings or demand for recognition or certificationCompany Worker. There are is no pending or threatened strikeslabor dispute, lockouts, union organization activities slowdown strike or work stoppage affecting the Company. (including, but not limited to, union organization campaigns or requests for representation), pickets, slowdowns, stoppagesc) All Company Workers and former Company Workers have been, or labor disputes will have been on or before the Closing Date, paid in respect of any Brand Company. Purchaser has been provided access to a list containing the namefull all wages, job titlesalaries, rate of compensationcommissions, classification as exempt or non-exempt from overtime bonuses, vacation pay, severance and termination pay, sick pay and vacationother compensation for all services performed by them that was accrued and payable to them up to the Closing Date. All wages, salaries, commissions, bonuses, vacation pay, severance and termination pay, sick time pay and personal leave accruals as of the date hereofother compensation for all services performed by Company Workers that was, of each individual whoor is, as of the date hereof, primarily performs services accrued by them up to the Brand Business and including all employees on authorized leave as of the date hereof (together with any employees or independent contractors hired or engaged by any Brand Company following the date hereof and Closing Date that is not payable prior to the Closing Date is, or will be on or before the Closing Date, fully reflected on the “Brand Employees”). Each Brand accounting books of the Company. (d) The Company has at all times complied in all material respects with all Applicable Laws relating applicable to labor obtaining, verifying and maintaining records evidencing its employees’ immigration status and ability to work in the United States. Accordingly, to the Knowledge of the Company, all Company Workers are lawfully authorized to work in the United States according to federal immigration law. (e) No Company Worker is a party to, or employment practicesbound by, termsany agreement or commitment or subject to any restriction containing confidentiality, and conditions of employmentproprietary rights, equal employment opportunity, nondiscrimination, sexual harassment, immigration, wages, hours, benefits, collective bargaining and similar requirements, the payment of Social Security and similar Taxes, and occupational safety and health (collectively, “Employment Practices”), and no Brand Company is engaged in any unfair labor practice, except where the failure to so comply has not had and would not reasonably be expected to have, individually non-competition or other restrictive covenants which now or in the aggregatefuture may adversely affect the Company’s business or the performance by such Company Workers of their duties for the Company. (f) Except as set forth on Schedule 3.22(f), no Company Worker is or may be entitled to a material liability. There are no pending retention, change of control, bonus, severance or threatened, Proceedings other payment in whole or investigations relating to in part because of: (i) the Employment Practices termination of any Brand Company. No Brand Company employee is in violation of any noncompete, nonsolicitation, nondisclosure, confidentiality, employment, consulting or similar agreement with a third party in connection with his or her employment or engagement with a Brand the Company. Any other representation or warranty contained in ; or (ii) the transactions contemplated by this Agreement notwithstanding, the representations and warranties contained in this Section 5.16 constitute the sole representations and warranties of Seller relating to employee and labor mattersAgreement.

Employees and Labor Matters. No Brand Company is party to or bound by (a) None of the Company Entities is, nor since December 31, 2014 has been, a party to, bound by, or negotiating any written contract related collective bargaining agreement or other Contract with a Union, and there is not, nor since December 31, 2014 has there been, any Union representing or purporting to represent any employee of any of the Company Entities. No Company Entity has a duty to bargain with any Union. There is no, and since December 31, 2014, there has not been any pending, nor, to the employment Knowledge of the Company, threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor activity or dispute affecting any Company Entity or any effort by any labor union to organize any current or former employees of any individual or Company Entity. (b) There is no, and since December 31, 2014 there has not been any, unfair labor practice, charge or material grievance arising out of a collective bargaining or agreement, other agreement with any labor union union, or other labor organization, and no Brand Company is negotiating labor-related grievance or required to negotiate Proceeding against any such agreement with a labor union or other labor organization. No Brand Company is subject to any pending or threatened representation or certification proceedings or demand for recognition or certification. There are no pending or threatened strikes, lockouts, union organization activities (including, but not limited to, union organization campaigns or requests for representation), pickets, slowdowns, stoppages, or labor disputes in respect of any Brand Company. Purchaser has been provided access to a list containing the name, job title, rate of compensation, classification as exempt or non-exempt from overtime pay and vacation, sick time and personal leave accruals as of the date hereofCompany Entities pending, of each individual whoor, as to the Knowledge of the date hereofCompany, primarily performs services to the Brand Business and including all employees on authorized leave as of the date hereof threatened. (together with any employees or independent contractors hired or engaged by any Brand c) The Company following the date hereof and prior to the Closing Date, the “Brand Employees”). Each Brand Company has at all times complied Entities are in compliance in all material respects with all Applicable applicable Laws pertaining to labor, employment, and employment practices, including, without limitation, the classification of employees, wages, working hours, collective bargaining, unlawful discrimination, civil rights, workers’ compensation, the payment of social security and similar Taxes, immigration, and terms and conditions of employment. There have been no Claims or other Proceedings against any of the Company Entities pending, or to the Knowledge of the Company, threatened against any of the Company Entities by or on behalf of any applicant for employment, any current or former employee of any of the Company Entities or any class of the foregoing, relating to labor any applicable Laws pertaining to labor, employment, or employment practices, terms, and conditions or alleging breach of any express or implied contract of employment, equal wrongful termination of employment, or alleging any other discriminatory, wrongful or tortious conduct in connection with the employment opportunityrelationship, nondiscrimination, sexual harassment, immigration, wages, hours, benefits, collective bargaining and similar requirements, the payment of Social Security and similar Taxes, and occupational safety and health (collectively, “Employment Practices”), and no Brand Company is engaged other than any such matters described in any unfair labor practice, except where the failure to so comply has not had and this sentence that would not reasonably be expected to have, individually or result in the aggregate, a material liability. There are no pending or threatened, Proceedings or investigations relating Liability to the Company Entities. As of the Execution Date, none of the Company Entities has received any written notice of the intent of the Equal Employment Practices Opportunity Commission, the National Labor Relations Board, the Department of Labor or any other Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation that would reasonably be expected to result in material Liability to the Company Entities. (d) None of the Company Entities has engaged in any employee layoff activities with respect to which there are unsatisfied liabilities under Worker Adjustment and Retraining Notification Act of 1988, or any similar state or local mass layoff statute, rule or regulation (the “WARN Act”). No Company Entity intends to implement, any plant closing or layoff of employees that could implicate the WARN Act. (e) Schedule 4.22(e) lists by name, as of May 31, 2018, each employee, excluding hourly employees, of any Brand Company. No Brand of the Company Entities with annualized compensation of at least $150,000 and, for each such employee lists the following information: (i) date of hire, (ii) job title, (iii) annualized base salary or base hourly pay rate, (iv) target annual cash bonus amount, (v) employing entity, (vi) principal work location, and (vii) exempt or non-exempt classification under the Fair Labor Standards Act. (f) Schedule 4.22(f) lists, as of the Execution Date, each Person who is in violation a party to an independent contract or consulting agreement with any of the Company Entities. (g) As of the Closing, no employees of any noncompete, nonsolicitation, nondisclosure, confidentiality, employment, consulting or similar agreement with a third party entity other than the Company Entities will participate in connection with his or her employment with a Brand Company. Any other representation or warranty contained in this Agreement notwithstanding, the representations and warranties contained in this Section 5.16 constitute the sole representations and warranties of Seller relating to employee and labor mattersany Company Group Plan.

Employees and Labor Matters. No Brand (a) As of the date hereof, except as set forth in Schedule ‎‎3.17(a), to the Knowledge of the Company, no Key Employee has indicated in writing that he or she intends to resign or retire as a result of the transactions contemplated by this Agreement. (b) Except as set forth in Schedule ‎3.17(b), none of the Company is Entities are party to or bound by (a) any written contract related to the employment of any individual or (b) a collective bargaining agreement or other agreement collective bargaining relationship with any labor union or other labor organization, and since the Lookback Date, no Brand Company is negotiating labor organization or required to negotiate group of employees has filed any such agreement with a labor union representation petition or other labor organization. No Brand Company is subject to made any pending or threatened representation or certification proceedings or written demand for recognition or certificationof a collective bargaining representative with respect to any Company Entity. There are no pending or threatened strikes, lockouts, union organization activities (including, but not limited to, union organization campaigns or requests for representation), pickets, slowdowns, stoppages, or labor disputes in respect of any Brand Company. Purchaser has been provided access to a list containing To the name, job title, rate of compensation, classification as exempt or non-exempt from overtime pay and vacation, sick time and personal leave accruals as Knowledge of the date hereof, of each individual whoCompany, as of the date hereof, primarily performs services no union organizing or decertification activities are underway or threatened with respect to the Brand Business employees of any of the Company Entities, and including all employees on authorized leave as no such activities have occurred from the Lookback Date through the date hereof. As of the date hereof (together with any employees hereof, there are no strikes, walkouts, work stoppages or independent contractors hired slowdowns, lockouts, picketing or engaged by any Brand other material labor disputes pending against the Company following the date hereof and prior Entities or, to the Closing Knowledge of the Company, threatened, and no such disputes have occurred since the Lookback Date. (c) Except as set forth in Schedule ‎3.17(c), since the Lookback Date, each of the “Brand Employees”). Each Brand Company Entities has at all times complied in all material respects with all Applicable applicable Laws relating to labor or the employment practicesof labor, terms, and conditions of employment, equal employment opportunity, nondiscrimination, sexual harassment, immigration, including provisions thereof relating to wages, hours, benefitsequal opportunity, fair labor standards, nondiscrimination, workers compensation, collective bargaining and similar requirements, the withholding and payment of Social Security social security and similar other payroll Taxes, and occupational safety and health (collectively, “Employment Practices”), and no Brand Company is engaged in any unfair labor practice, except where the failure to so comply has not had and any such noncompliance would not reasonably be expected to have, individually or in the aggregate, a material liabilityCompany Material Adverse Effect. There are no pending Since the Lookback Date, none of the Company Entities has implemented any plant closing or threatened, Proceedings layoff of employees that triggered notice or investigations relating to other obligations under the Employment Practices of any Brand Company. No Brand Company employee is in violation of any noncompete, nonsolicitation, nondisclosure, confidentiality, employment, consulting or similar agreement with a third party in connection with his or her employment with a Brand Company. Any other representation or warranty contained in this Agreement notwithstanding, the representations and warranties contained in this Section 5.16 constitute the sole representations and warranties of Seller relating to employee and labor mattersWARN Act.

Employees and Labor Matters. No Brand Company is party to or bound by (a) any written contract related to Set forth on Schedule 2.23(a) hereto is a copy of the employment 2017 and present payroll summary of any individual or (b) a collective bargaining or other agreement with any labor union or other labor organization, and no Brand the Company is negotiating or required to negotiate any such agreement with a labor union or other labor organization. No Brand Company is subject to any pending or threatened representation or certification proceedings or demand for recognition or certification. There are no pending or threatened strikes, lockouts, union organization activities (including, but not limited to, union organization campaigns or requests for representation), pickets, slowdowns, stoppages, or labor disputes in respect of any Brand Company. Purchaser has been provided access to a list containing the name, job title, rate of compensation, classification as exempt or non-exempt from overtime pay and vacation, sick time and personal leave accruals which lists all employees who as of the date hereofthereof and hereof were and are actively employed either full or part time by the Company (the “Company Employees”) and their respective positions, hire dates, termination dates (if applicable), base wage rates, and the amount of any other compensation. The Seller Group has made available to the Parent all of the employment files and records applicable to the Company Employees which files are true, correct, and, to the extent required by applicable Law, complete in all material respects. (b) Set forth on Schedule 2.23(b) hereto is a list of (i) each individual whoemployment Contract or severance protection Contract in effect with respect to any one or more of the Company Employees (collectively, the “Company Employees Employment Agreements”), (ii) each collective bargaining Contract or other arrangement or understanding with a labor organization to which the Company is a party, (iii) each union or labor organization that, to the Knowledge of the Seller Group, claims to represent the Company Employees for purposes of collective bargaining together with a description of the bargaining unit in which such labor organization claims to represent the Company Employees, and (iv) the name of the Company Employees with whom the Stockholders or the Company has entered into an agreement or contract as of the date hereof providing for retention payments (collectively, the “Retention Agreements”). The Stockholders have furnished to the Parent true and correct copies of all Company Employees Employment Agreements and Retention Agreements. (c) Since January 1, 2010, (i) the Company has not effectuated a “plant closing” as defined in the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any other similar statute or regulation of any applicable jurisdiction (collectively, the “WARN Act”), and any similar state or non-U.S. statute affecting any Site of employment or one or more operating units within any Site of employment or facility of the Company, (ii) the Company has not effectuated a “mass layoff” as defined in the WARN Act affecting any Site of employment or one or more operating units within any Site of employment or facility of the Company, (iii) the Company has not been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger any similar state or local Laws, and (iv) to the Knowledge of the Seller Group, none of the employees of the Company has suffered an “employment loss” as defined in the WARN Act. (d) Except as set forth on Schedule 2.23(d), as of the date hereof: (i) there are no pending, primarily performs services or, to the Brand Business and including all employees on authorized leave as Knowledge of the date hereof (together with any employees or independent contractors hired or engaged by any Brand Company following the date hereof and prior to the Closing DateSeller Group, the “Brand Employees”). Each Brand Company has at all times complied in all material respects with all Applicable Laws threatened claims relating to any alleged material violation of any Law pertaining to labor relations or employment practicesmatters relating to any of the Company Employees. (e) To the Knowledge of the Seller Group, terms, and conditions of employment, equal employment opportunity, nondiscrimination, sexual harassment, immigration, wages, hours, benefits, collective bargaining and similar requirements, the payment of Social Security and similar Taxes, and occupational safety and health (collectively, “Employment Practices”), no union organizational campaign presently exists with respect to any Company Employees and no Brand Company is engaged in any unfair labor practice, except where the failure to so comply request or petition for union representation has not had and would not reasonably be expected to have, individually been filed or in the aggregate, a material liability. made. (f) There are no pending or threatened, Proceedings or investigations relating to the Employment Practices of collective bargaining Contracts covering any Brand Company. No Brand Company employee is in violation of any noncompete, nonsolicitation, nondisclosure, confidentiality, employment, consulting or similar agreement with a third party in connection with his or her employment with a Brand Company. Any other representation or warranty contained in this Agreement notwithstanding, the representations and warranties contained in this Section 5.16 constitute the sole representations and warranties of Seller relating to employee and labor mattersEmployees.

Employees and Labor Matters. No Brand Company is party to or bound by (a) The Company is not and has never been the employer of any written contract individual. There are no individuals regularly performing services directly related to the employment Company’s business other than the Operator Employees. Schedule 4.19(a) sets forth a list, as of the Execution Date, of all Available Employees and for each such person lists: (i) current annualized base salary or base hourly wage, as applicable, (ii) date of last salary/wage increase, (iii) bonus compensation and other compensation paid in 2016 and target payable for 2017, (iv) accrued, unused paid time off, (v) service commencement date recognized by Operator for purposes of vesting and eligibility to participate in Benefit Plans, (vi) job title, (vii) principal work location, and (viii) whether the Available Employee is currently or is expected as of the anticipated Closing Date to be on leave of absence from active service and, as applicable, the expected date of return to active service. Except for the Operator Agreement, the Company is not a party to any individual staffing services agreements or agreements that are consultant or independent contractor agreements directly with individuals. (b) a collective bargaining or other agreement with any labor union or other labor organization, and no Brand Company is negotiating or required to negotiate any such agreement with No Operator Employees are represented by a labor union or other labor organization. No Brand Company is subject collective bargaining representative with respect to any pending or threatened representation or certification proceedings or demand their services performed for recognition or certificationthe Company. There are no pending or threatened strikeshas not been, lockoutsnor, union organization activities (including, but not limited to, union organization campaigns or requests for representation), pickets, slowdowns, stoppages, or labor disputes in respect of any Brand Company. Purchaser has been provided access to a list containing the name, job title, rate of compensation, classification as exempt or non-exempt from overtime pay and vacation, sick time and personal leave accruals as of the date hereof, of each individual who, as of the date hereof, primarily performs services to the Brand Business and including all employees on authorized leave as of Company’s Knowledge has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor activity or dispute affecting the date hereof (together with Company or any employees or independent contractors hired or engaged effort by any Brand labor union to organize any current or former Operator Employees with respect to their services performed for the Company. (c) The Company following is, and since the date hereof and prior to the Closing Datetime of its formation has been, the “Brand Employees”). Each Brand Company has at all times complied in compliance in all material respects with all Applicable applicable Laws pertaining to employment and labor, including any provisions relating to labor or employment practices, terms, and conditions of employment, equal employment opportunity, nondiscrimination, sexual harassment, immigration, (i) wages, hours, benefitsbonuses, collective bargaining and similar requirementsovertime pay, the payment commissions, termination pay, vacation pay, sick pay, any other form of Social Security and similar Taxescompensation, and classification of employees or contractors for purposes of compensation or otherwise, (ii) unlawful, wrongful, retaliatory, harassing, or discriminatory employment or labor practices, (iii) occupational health and safety standards and health (collectivelyiv) immigration and U.S. work authorization, “Employment Practices”workers’ compensation, disability, unemployment compensation, employee privacy rights, whistleblower Laws, and all other employment Laws. Except as set forth in Schedule 4.19(c), and no Brand Company is engaged in any unfair labor practice, except where the failure to so comply has not had and would not reasonably be expected to have, individually or in the aggregate, a material liability. There there are no pending Claims or threatenedother Proceedings against the Company pending, Proceedings or investigations to the Company’s Knowledge, threatened against the Company, by or before any Governmental Authority in connection with or relating to the Employment Practices employment of any Brand Company. No Brand Company employee is in violation of any noncompete, nonsolicitation, nondisclosure, confidentiality, employment, consulting or similar agreement with a third party in connection with his or her employment with a Brand Company. Any other representation or warranty contained in this Agreement notwithstanding, the representations and warranties contained in this Section 5.16 constitute the sole representations and warranties of Seller relating to employee and labor mattersindividual.