Common use of Employees and Labor Matters Clause in Contracts

Employees and Labor Matters. (a) The Company is not party to any collective bargaining agreement, neutrality or recognition agreement or any other type of material agreement or material arrangement with a labor organization, trade union, works council or other worker representative body concerning wages, hours, working conditions, or the representation of employees. To the Knowledge of Sellers, there have been no union organizing campaigns or other efforts with respect to the Travel Employees. (b) The Company has not engaged in any unfair labor practice and there are no unfair labor practice complaints, arbitration proceedings or grievances pending, or to the Knowledge of Sellers, threatened against the Company involving or relating to any Travel Employee. (c) There are no arbitration proceedings, labor strikes, slow-downs or stoppages, grievances or other labor disputes pending or, to the Knowledge of Sellers, threatened with respect to the Travel Employees, and no such events have occurred in the past five (5) years. (d) The Company is not party to or bound by any Contract related to the employment or other service relationship of any individual other than offer letters with respect to “at will” employment that may be terminated at any time without cost or penalty. To the Knowledge of Sellers, since January 1, 2013, the Company has complied with all Applicable Laws relating to 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, occupational safety and health and plant closings. For the one (1) year period preceding the Closing Date, there has been no “mass layoff” or “plant closing” (as defined by the WARN Act or similar provision of any federal, state, foreign or local law, rule or regulation) with respect to the Company. Except as would not result in material liability to the Company, the Company has not improperly classified any person performing services for the Company as an independent contractor during the past five (5) years. (e) All employees currently providing services to the Company are employed by the Company.

Employees and Labor Matters. (a) The Seller, prior to the execution hereof, has provided or made available to the Buyer a true, correct and complete schedule setting forth, with respect to each employee and individual independent contractor of the Company as of April 6, 2017, the following information: name; employer; job title; department for which he/she works; job location; full or part-time status; date of hire; bonuses paid for the year ended December 31, 2016; target bonus for 2017; and current annual base salary, wage rate or rate of compensation. Five days prior to the Closing Date, the Company shall provide to Buyer a true and complete written statement indicating any changes to the information required to be provided to Buyer under this ‎(a) as of the Closing Date. Except as set forth in Schedule 3.20(a) hereto, (i) the employment of each employee of the Company is not party terminable at will by the Company, and (ii) there are no outstanding Contracts or arrangements with respect to severance payments with any employee or former employee of the Company. As of the Execution Date, no Key Employee has provided notice to or otherwise informed the Company that he or she intends to resign or retire as a result of the transactions contemplated by this Agreement. (b) Since January 1, 2012, the Company has materially complied with all federal and state laws respecting employment and employment practices, terms and conditions of employment, worker classification, wages and hours and nondiscrimination in employment, health and safety, workers’ compensation and the collection and payment of withholding and/or payroll Taxes and similar Taxes. Except as set forth on Schedule 3.20(b), there is no charge, complaint or proceeding pending, threatened in writing or to the Seller’s knowledge, threatened orally, nor has there been a charge, complaint or proceeding in the past three (3) years, against the Company alleging unlawful discrimination in employment practices before any court or agency, and there is no charge of or proceeding pending, threatened in writing, or to the Seller’s knowledge, threatened orally, nor has there been a charge or proceeding in the past three (3) years, with regard to any unfair labor practice against the Company pending before the National Labor Relations Board or any Governmental Authority. (c) None of the employees of the Company is covered by any collective bargaining agreement, neutrality or recognition and no collective bargaining agreement or any other type of material agreement or material arrangement with a labor organizationis currently being negotiated by the Company, trade union, works council or other worker representative body concerning wages, hours, working conditions, or the representation of employees. To the Knowledge of Sellers, there have been no union organizing campaigns or other efforts with respect to the Travel Employees. (b) The Company has not engaged in any unfair labor practice and there are no unfair labor practice complaints, arbitration proceedings or grievances pending, or to the Knowledge of Sellers, threatened against the Company involving or relating to any Travel Employee. (c) There are no arbitration proceedings, labor strikes, slow-downs or stoppages, grievances or other labor disputes pending or, to the Knowledge of SellersSeller’s knowledge, threatened by or on behalf of any labor union with respect to employees of the Travel EmployeesCompany. There is no, and no such events have occurred in the past five three (53) yearsyears has been no, labor strike, dispute, slowdown or stoppage pending, threatened in writing or, to the Seller’s knowledge, threatened orally against or affecting the Company, and the Company has not experienced any work stoppage or other labor difficulty since its inception. (d) The Company is not party to or bound by any Contract related to the employment or other service relationship of any individual other than offer letters with respect to “at will” employment that may be terminated at any time without cost or penalty. To the Knowledge of Sellersis, and has been since January 1, 20132012, the Company in compliance with WARN and has complied with all Applicable Laws relating to 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, occupational safety and health and plant closings. For the one (1) year period preceding the Closing Date, there has been no “mass layoff” liabilities or “plant closing” (as defined by the WARN Act or similar provision of any federal, state, foreign or local law, rule or regulation) with respect to the Company. Except as would not result in material liability to the Company, the Company has not improperly classified any person performing services for the Company as an independent contractor during the past five (5) yearsother obligations thereunder. (e) All employees currently providing services to the Company are employed by the Company.

Employees and Labor Matters. (ai) The Section 7R(i) of the Company is not party Disclosure Letter sets forth the following information (to any collective bargaining agreement, neutrality or recognition agreement or any other type of material agreement or material arrangement the extent applicable) with respect to each Continuing Company Employee with a labor organizationbase salary of $150,000 or more as of the date hereof, trade unionincluding each employee on leave of absence or layoff status: name, works council job title, date of hire, employment status (active or other worker representative body concerning on leave), current annual base salary or current wages, hours2017 bonus, working conditions2018 bonus target, or sick and vacation leave and paid time off that is accrued but unused. Except as set forth in Section 7R(i) of the representation of employees. To the Knowledge of SellersCompany Disclosure Letter, there have been no union organizing campaigns or other efforts with respect to the Travel EmployeesCompany or any of its Subsidiaries, (a) there are no collective bargaining agreements between the Company any labor unions or organizations representing any of its employees; (b) to the Company’s knowledge, as of the date hereof, there are no union organizing efforts underway or threatened and (c) there are no labor strikes, slowdowns, work stoppages or lockouts pending, or, to the Company’s knowledge, as of the date hereof, threatened nor have there been any such labor strikes, slowdowns, work stoppages or lockouts since December 31, 2013. (bii) Except as set forth in Section 7R(ii) of the Company Disclosure Letter, as of the date hereof, no employee of the Company or any of its Subsidiaries with a base salary of $150,000 or more has provided notice to the Company of the termination of his or her employment and, to the Company’s knowledge, no employee of the Company or any of its Subsidiaries with a base salary of $150,000 or more intends to terminate his or her employment with the Company or one of its Subsidiaries. (iii) The Company and each of its Subsidiaries are, and has not engaged been, in any compliance in all material respects with all applicable Legal Requirements regarding employment and employment practices, terms and conditions of employment, wages and hours, anti-discrimination and occupational health and safety, including Legal Requirements concerning unfair labor practice practices within the meaning of Section 8 of the National Labor Relations Act, as amended, and there the employment of non-residents under the Immigration Reform and Control Act of 1986, as amended. All individuals who are performing consulting or other services for the Company and its Subsidiaries are correctly classified as either “independent contractors” or “employees,” as the case may be. There is no unfair labor practice complaints, arbitration proceedings claim or grievances pending, Proceeding brought by or to the Knowledge on behalf of Sellers, threatened against any employee or former employee of the Company involving under the Fair Labor Standards Act, Title VII of the Civil Rights Act of 1964, the Family Medical Leave Act or relating to any Travel Employee. (c) There are no arbitration proceedings, labor strikes, slow-downs or stoppages, grievances or other labor disputes Legal Requirement pending or, to the Knowledge of SellersCompany’s knowledge, threatened with respect to the Travel Employeesthreatened, and no such events have occurred in the past five (5) years. (d) The Company is not party to or bound by any Contract related to the employment or other service relationship of any individual other than offer letters with respect to “at will” employment that may be terminated at any time without cost or penalty. To the Knowledge of Sellers, since January 1, 2013, the Company has complied with all Applicable Laws relating to 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, occupational safety and health and plant closings. For the one (1) year period preceding the Closing Date, there has been no “mass layoff” or “plant closing” (as defined by the WARN Act or similar provision of any federal, state, foreign or local law, rule or regulation) with respect to the Company. Except as would not result in material liability to the Company, the Company has not improperly classified any person performing services for the Company as an independent contractor during the past five (5) years. (e) All employees currently providing services to the Company are employed by against the Company.