Common use of Employees and Labor Matters Clause in Contracts

Employees and Labor Matters. (a) Schedule 3.20(a) sets forth, with respect to each employee of the Company (including any employee who is on a leave of absence or on layoff status subject to recall) (i) the name of such employee and the date as of which such employee was originally hired by the Company, and whether the employee is on an active or inactive status; (ii) such employee’s title; (iii) such employee’s annualized compensation as of the date of this Agreement, including base salary, vacation and/or paid time off accrual amounts, bonus and/or commission potential, equity vesting schedule, severance pay potential, and any other compensation forms; (iv) each current benefit plan in which such employee participates or is eligible to participate; and (v) any governmental authorization that is held by such employee and that is used in connection with the Company’s business. Except as disclosed in Schedule 3.20(a), the employment of each of the employees of the Company is terminable by the Company at will. (b) Schedule 3.20(b) lists all Persons who are currently performing services for the Company who are classified as “consultants” or “independent contractors,” the compensation of each such Person and whether the Company is party to a Contract with such Person (whether or not in writing). Any such Contracts are listed on Schedule 3.15. All Persons engaged by the Company as independent contractors, rather than employees, have been properly classified as such and have been engaged in accordance with all applicable foreign, federal, state and/or local Laws. (c) The Company is not and has never been a party to or bound by any union Contract, collective bargaining agreement or similar Contract. There has never been any lockout, strike, slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting the Company or any of its employees. (d) Schedule 3.20(d) lists all current employee manuals and handbooks, employment policy statements, employment agreements, and other materials relating to the employment of the current employees of the Company. The Company has delivered to the Buyer complete copies of all such documents. (e) Except as disclosed in Schedule 3.20(e), (i) none of the employees of the Company has notified or otherwise indicated to the Company that he or she intends to terminate his or her employment with the Company, or not to accept employment with the Buyer; (ii) the Company does not have a present intention to terminate the employment of any Key Employee; (iii) all employees of the Company have executed the Company’s form Noncompetition, Nondisclosure and Developments Agreement; (v) no employee of the Company is a party to or is bound by any employment contract, patent disclosure agreement, noncompetition agreement or other restrictive covenant or other contract with any third party that would be likely to affect in any way (A) the performance by such employee of any of his or her duties or responsibilities as a employee, or (B) the business or operations of the Company; (vi) to the Knowledge of the Company, no employee of the Company is in violation of any term of any employment contract, patent disclosure agreement, noncompetition agreement, or any other restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company; and (vii) the Company is not and never have been engaged in any Proceeding with an employee or former employee regarding Intellectual Property matters and there are not disputes or grievances involving any employees that have not been resolved. (f) Except as disclosed in Schedule 3.20(f), (i) the Company does not have an established severance pay practice or policy; (ii) no employee of the Company is entitled to any severance pay, bonus compensation, acceleration of payment or vesting of any equity interest, or other payment from the Company or the Buyer (other than accrued salary, vacation, or other paid time off in accordance with the policies of the Company) as a result of or in connection with the transactions contemplated by this Agreement or any of the Ancillary Agreements or as a result of any termination by the Company on or after the Closing of any Person employed by the Company on or prior to the Closing Date. (g) The Company is in compliance with all currently applicable Laws respecting employment and employment practices, terms and conditions of employment and wages and hours. The Company is not engaged, and to the Company’s Knowledge has never engaged, in any unfair labor practice of any nature. The employees of the Company have been, and currently are, properly classified under the Fair Labor Standards Act of 1938, as amended, and under any applicable state law. The Company has not failed to pay, any of its employees, consultants or contractors for any wages (including overtime), salaries, commissions, bonuses, benefits or other direct compensation for any services performed by them to the date hereof or amounts required to be reimbursed to such individuals. (h) The Company, and each employee of the Company, is in compliance with all applicable visa and work permit requirements, and no visa or work permit held by an employee of the Company will expire during the six month period following the date of this Agreement.

Employees and Labor Matters. (a) Schedule 3.20(aSection 4.17(a) of the Disclosure Schedules accurately sets forth, with respect to each current employee of the Company (including any employee who is on a leave of absence or on layoff status subject to recall) status): (i) the name title or classification of such employee and the date each employee; (ii) each employee’s annualized base compensation or hourly wage as of which such September 29, 2021, (iii) the number of hours of paid time off that each employee was originally hired by the Companyhas accrued as of September 29, 2021; and (iv) whether the employee is on an active leave or inactive status; layoff status and the estimated return to work date. (iib) Section 4.17(b) of the Disclosure Schedules accurately identifies each former employee of the Company who is receiving or is scheduled to receive (or whose spouse or other dependent is receiving or is scheduled to receive) any benefits from the Company relating to such former employee’s title; (iii) such employee’s annualized compensation as of the date of this Agreement, including base salary, vacation and/or paid time off accrual amounts, bonus and/or commission potential, equity vesting schedule, severance pay potential, and any other compensation forms; (iv) each current benefit plan in which such employee participates or is eligible to participate; and (v) any governmental authorization that is held by such employee and that is used in connection employment with the Company’s business. , and Section 4.17(b) of the Disclosure Schedules accurately describes such benefits. (c) Except as disclosed in Schedule 3.20(a)set forth on Section 4.17(c) of the Disclosure Schedules, the employment of each of the employees of the Company is terminable by the applicable Company at will. (b) Schedule 3.20(b) lists at-will and no employee is entitled to severance pay or other benefits following termination or resignation, except as otherwise provided by Applicable Law. The Members have made available to Parent accurate copies of all Persons who are currently performing services for current employment agreements, employee manuals and handbooks, disclosure materials and policy statements relating to the Company who are classified as “consultants” or “independent contractors,” employment of employees of the compensation of each such Person and whether the Company is party to a Contract with such Person (whether or not in writing). Any such Contracts are listed on Schedule 3.15. All Persons engaged by the Company as independent contractors, rather than employees, have been properly classified as such and have been engaged in accordance with all applicable foreign, federal, state and/or local Laws. (c) The Company is not and has never been a party to or bound by any union Contract, collective bargaining agreement or similar Contract. There has never been any lockout, strike, slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting the Company or any of its employeesCompany. (d) Schedule 3.20(d) lists all current employee manuals and handbooks, employment policy statements, employment agreements, and other materials relating to To the employment of the current employees Knowledge of the Company. The Company has delivered to , no employee of the Buyer complete copies of all such documents. (e) Except as disclosed in Schedule 3.20(e), Company: (i) none of the employees of the Company has notified or otherwise indicated to the Company that he or she intends to terminate his or her employment with the Company, or not to accept employment with the Buyeremployment; (ii) has received an offer to join a business that may be competitive with the Company does not have a present intention to terminate business of the employment of any Key EmployeeCompany; and (iii) all employees of the Company have executed the Company’s form Noncompetition, Nondisclosure and Developments Agreement; (v) no employee of the Company is a party to or is bound by any employment contract, patent disclosure confidentiality agreement, noncompetition agreement agreement, non-solicitation agreement, work-made-for-hire IP assignment agreement, or other restrictive covenant or other contract Contract (with any third party Person) that would reasonably be likely expected to affect in any way have a material adverse effect on (A) the performance by such employee of any of his or her duties or responsibilities as a employeean employee of the Company, or (B) the business Business. (e) The Company is not party to, or operations bound by, any labor agreement, collective bargaining agreement or any other labor-related agreements or arrangements with any labor union, labor organization or works council; there are no labor agreements, collective bargaining agreements or any other labor-related agreements or arrangements that pertain to any employees of the Company; and no employees of the Company are represented by any labor union, labor organization or works council. (vif) There has never been any strike, lockout, slowdown, work stoppage, labor dispute or, to the Knowledge of the Company, union organizing activity, or any similar activity or dispute, by or for the benefit of any of the Company’s employees affecting the Company or any of its employees, and, to the Knowledge of the Company, no employee of the Company is in violation of Person has threatened to commence any term of any employment contractsuch strike, patent disclosure agreementlockout, noncompetition agreementslowdown, work stoppage, labor dispute or union organizing activity or any other restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company; and (vii) the Company is not and never have been engaged in any Proceeding with an employee similar activity or former employee regarding Intellectual Property matters and there are not disputes or grievances involving any employees that have not been resolved. (f) Except as disclosed in Schedule 3.20(f), (i) the Company does not have an established severance pay practice or policy; (ii) no employee of the Company is entitled to any severance pay, bonus compensation, acceleration of payment or vesting of any equity interest, or other payment from the Company or the Buyer (other than accrued salary, vacation, or other paid time off in accordance with the policies of the Company) as a result of or in connection with the transactions contemplated by this Agreement or any of the Ancillary Agreements or as a result of any termination by the Company on or after the Closing of any Person employed by the Company on or prior to the Closing Datedispute. (g) The Company is has not violated the Worker Adjustment and Retraining Notification Act or any similar state or local Applicable Law. (h) For the avoidance of doubt, references to “employee” or “employees” in compliance this Section 4.17 shall not be interpreted to include independent contractors who provide services to the Company through a staffing agency retained by or on behalf of the Company. (i) Section 4.17(i) of the Disclosure Schedules accurately sets forth each Person retained by the Company as a consultant or independent contractor since January 1, 2020. Each individual identified in Section 4.17(i) of the Disclosure Schedules has been properly classified as an independent contractor and no individual or Governmental Authority has threatened (in writing, or to the Knowledge of the Company, otherwise) any Action regarding misclassification of any independent contractor. (j) The Company has materially complied with the requirements of all currently applicable Laws respecting employment federal, state and employment practiceslocal laws regarding immigration, terms including but not limited to the requirements under the federal Immigration Reform and conditions Control Act of employment 1986, as amended, the Immigration and wages Nationality Act of 1990, as amended, and hoursthe Illegal Immigration Reform and Immigrant Responsibility Act of 1996, as amended, and any successor statutes, laws, rules and regulations thereto (“Immigration Laws”). The Company is not engaged, and to the Company’s Knowledge has never engaged, in any unfair labor practice subject of any nature. The employees inspection or investigation relating to its compliance with or violation of the Immigration Laws, nor has the Company have beenbeen fined, and currently arepenalized, properly classified under the Fair Labor Standards Act of 1938, as amended, and under warned or received any applicable state law. The Company has not failed to pay, any of its employees, consultants or contractors for any wages (including overtime), salaries, commissions, bonuses, benefits or other direct compensation for any services performed by them to the date hereof or amounts required to be reimbursed to such individuals. (h) The Company, and each employee of the Company, is in written notice regarding compliance with all applicable visa and work permit requirements, and no visa or work permit held by an employee of the Company will expire during the six month period following the date of this AgreementImmigration Laws.

Employees and Labor Matters. (a) Schedule 3.20(a) sets forth, with respect to each employee To the Knowledge of the Company Target and employees with responsibility for employment matters of the Target and its Subsidiaries, no executive, key employee or group of employees has any plans to terminate employment with the Target or its Subsidiaries. (including any employee who is on b) Section 5.22(b) of the Target Disclosure Schedule contains a leave list of absence or on layoff status subject to recall) (i) all full, part-time and hourly employees of the name of such employee Target and the date as of which such employee was originally hired by the Company, and whether the employee is on an active or inactive status; (ii) such employee’s title; (iii) such employee’s annualized compensation its Subsidiaries as of the date of this Agreement, including base salary, vacation and/or paid time off accrual amounts, bonus and/or commission potential, equity vesting schedule, severance pay potentialAgreement (the “Target Employees”), and any other compensation forms; (ivii) all independent contractors to the Target and its Subsidiaries who have rendered services to the Target and its Subsidiaries within the last twelve (12) months. Section 5.22(b) of the Target Disclosure Schedule sets forth for each current benefit plan in which such employee participates Target Employee the following information as of the date hereof: (A) title, (B) base or is eligible to participate; hourly compensation, (C) accrued and unused vacation and sick pay and (vD) any governmental authorization that is held by such employee and that is used in connection bonuses paid or accrued with respect to the Company’s business. Except as disclosed in Schedule 3.20(a), the employment of each of the employees of the Company is terminable by the Company at will. (b) Schedule 3.20(b) lists all Persons who are currently performing services for the Company who are classified as “consultants” or “independent contractors,” the compensation of each such Person and whether the Company is party to a Contract with such Person (whether or not in writing). Any such Contracts are listed on Schedule 3.15. All Persons engaged by the Company as independent contractors, rather than employees, have been properly classified as such and have been engaged in accordance with all applicable foreign, federal, state and/or local Lawscurrent fiscal year. (c) The Company is not Neither Parent nor the Target and has never been its Subsidiaries will have any responsibility for continuing any individual in the employ (or retaining any Person as a party consultant) of Parent or the Target and its Subsidiaries from and after the Closing or have any Liability for any severance payments or other benefit payments to or bound by similar arrangements with any union Contract, collective bargaining agreement or similar Contract. There has never been any lockout, strike, slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting the Company or any of its employeessuch Person. (d) Schedule 3.20(dNeither the Target nor any of its Subsidiaries has experienced any work stoppage, slow-down, picket, strike, lock-out or other labor disturbance, nor is any such work stoppage, slow-down, picket, strike, lock-out or other labor disturbance presently occurring or, to the Knowledge of the Target, threatened. To the Knowledge of the Target, (i) lists all current employee manuals and handbooks, employment policy statements, employment agreementsthere are no organizational efforts presently being made or threatened by or on behalf of any labor union with respect to any Target Employees, and (ii) during the last five (5) years, no union or other materials relating labor organization has attempted to the employment of the organize any current or former employees of the Company. The Company has delivered to the Buyer complete copies of all such documentsTarget and its Subsidiaries. (e) Except as disclosed in Schedule 3.20(e)There are no claims, (i) none of the employees of the Company has notified controversies, labor disturbances, investigations, proceedings or otherwise indicated to the Company that he or she intends to terminate his or her employment with the Companycomplaints pending or, or not to accept employment with the Buyer; (ii) the Company does not have a present intention to terminate the employment of any Key Employee; (iii) all employees of the Company have executed the Company’s form Noncompetition, Nondisclosure and Developments Agreement; (v) no employee of the Company is a party to or is bound by any employment contract, patent disclosure agreement, noncompetition agreement or other restrictive covenant or other contract with any third party that would be likely to affect in any way (A) the performance by such employee of any of his or her duties or responsibilities as a employee, or (B) the business or operations of the Company; (vi) to the Knowledge of the CompanyTarget, no employee threatened, by any Governmental Entity or any Target Employees or any party or parties representing any of such Target Employees or any former employer of any current Target Employees, against the Target or its Subsidiaries before any court, arbitrator or other tribunal. Except as set forth on Section 5.22(e) of the Company is in violation Target Disclosure Schedule, there are no unfair labor practice charges, charges of any term of any employment contractdiscrimination, patent disclosure agreement, noncompetition agreement, wrongful termination or any other restrictive covenant to a former employer relating to similar complaints pending against the right of any such employee to be Target or its Subsidiaries involving employees now or previously employed by the Company; and (vii) Target or its Subsidiaries which could reasonably be expected to have a Material Adverse Effect on the Company is not and never have been engaged in Target nor, to the Knowledge of the Target, do any Proceeding with an employee facts or former employee regarding Intellectual Property matters and there are not disputes or grievances involving any employees circumstances exist that have not been resolvedcould provide a Basis for the same. (f) Except as disclosed in Schedule 3.20(f), (i) the Company does not have an established severance pay practice or policy; (ii) no employee Each of the Company is entitled to any severance pay, bonus compensation, acceleration of payment or vesting of any equity interest, or other payment from the Company or the Buyer (other than accrued salary, vacation, or other paid time off in accordance with the policies of the Company) as a result of or in connection with the transactions contemplated by this Agreement or any of the Ancillary Agreements or as a result of any termination by the Company on or after the Closing of any Person employed by the Company on or prior to the Closing Date. (g) The Company is in compliance Target and its Subsidiaries has materially complied with all currently applicable Laws respecting Applicable Laws, regulations and rules relating to employees, the employment and employment practices, terms and conditions of employment and wages and hours. The Company is not engagedlabor, and the safety and health of employees, including, without limitation, all Applicable Laws relating to occupational health and safety, discrimination, unemployment, wages, hours, the Company’s Knowledge has never engaged, in any unfair labor practice of any nature. The employees of the Company have been, Family and currently are, properly classified under the Fair Labor Standards Medical Leave Act of 19381993, as amended, collective bargaining and under any applicable state lawthe collection and payment of withholding Taxes and similar Taxes. The Company has not failed to pay, Neither the Target nor any of its employees, consultants or contractors Subsidiaries is delinquent in payments to any of its employees for any wages (including overtime)wages, salaries, commissions, bonuses, benefits bonuses or other direct compensation for any services performed by them to the date hereof for it or amounts required to be reimbursed to such individualsemployees. To the Knowledge of the Target, no facts or circumstances exist that could provide a reasonable Basis for a claim of wrongful termination by a current or former employee of the Target and its Subsidiaries. (g) To the Knowledge of the Target, no member of the existing or prior work force of the Target has been subjected to any occupational health or safety hazard as a result of his or her service to the Target and its Subsidiaries that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect. (h) The Company, All Persons to whom the Target and each employee its Subsidiaries have made payments for the performance of services prior to the Closing Date have been properly classified as employees or non-employees for the purposes of federal income and employment tax withholding and coverage under all of the CompanyEmployee Benefit Plans. There has been no determination or assertion by any Governmental Entity, is in compliance with all applicable visa and work permit requirementsany tribunal or commission, and no visa or work permit held by an employee of the Company will expire during the six month period following the date of this Agreementany Person that any individual has been improperly classified as a non-employee.

Employees and Labor Matters. (a) Schedule 3.20(aCompany has previously provided Parent with employment records, files, and agreements (“Employment Records”) which accurately sets forth, with respect to each current employee of the each Target Company (including any employee who is on a leave of absence or on layoff status subject to recall) status): (i) the name name, title or classification of such employee each employee; and the date (ii) each employee's annualized base compensation as of which October, 2019. (b) Section 5.18(b) of the Disclosure Schedule accurately identifies each former employee of each Target Company who is receiving or is scheduled to receive (or whose spouse or other dependent is receiving or is scheduled to receive) any benefits from such employee was originally hired by Target Company relating to such former employee's employment with such Target Company, and Section 5.18(a) of the Disclosure Schedule reasonably describes such benefits in all material respects. (c) Except as set forth on Section 5.l 8(c) of the Disclosure Schedule, to the Knowledge of the Company, and whether the employee is on an active or inactive status; (ii) such employee’s title; (iii) such employee’s annualized compensation as of the date of this Agreement, including base salary, vacation and/or paid time off accrual amounts, bonus and/or commission potential, equity vesting schedule, severance pay potential, and any other compensation forms; (iv) each current benefit plan in which such employee participates or is eligible to participate; and (v) any governmental authorization that is held by such employee and that is used in connection with the Company’s business. Except as disclosed in Schedule 3.20(a), the employment of each of the employees of the Company Target Companies is terminable by the applicable Target Company at will. (b) Schedule 3.20(b) lists at-will and no employee is entitled to severance pay or other benefits following termination or resignation, except as otherwise provided by Applicable Law. Sellers have made available to Parent accurate copies of all Persons who are currently performing services for material current employment agreements, employee manuals and handbooks, disclosure materials and policy statements relating to the Company who are classified as “consultants” or “independent contractors,” employment of employees of the compensation of each such Person and whether the Company is party to a Contract with such Person (whether or not in writing). Any such Contracts are listed on Schedule 3.15. All Persons engaged by the Company as independent contractors, rather than employees, have been properly classified as such and have been engaged in accordance with all applicable foreign, federal, state and/or local Laws. (c) The Company is not and has never been a party to or bound by any union Contract, collective bargaining agreement or similar Contract. There has never been any lockout, strike, slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting the Company or any of its employeesTarget Companies. (d) Schedule 3.20(d) lists all current employee manuals and handbooks, employment policy statements, employment agreements, and other materials relating to To the employment of the current employees Knowledge of the Company. The Company has delivered to the Buyer complete copies , no employee of all such documents. (e) Except as disclosed in Schedule 3.20(e), any Target Company: (i) none of the employees of the Company has notified or otherwise indicated to the Company that he or she intends to terminate his or her employment with the Company, or not to accept employment with the Buyeremployment; (ii) has received an offer to join a business that may be competitive with the Company does not have a present intention to terminate business of the employment of any Key EmployeeTarget Companies; and (iii) all employees of the Company have executed the Company’s form Noncompetition, Nondisclosure and Developments Agreement; (v) no employee of the Company is a party to or is bound by any employment contract, patent disclosure confidentiality agreement, noncompetition agreement, non-solicitation agreement, work-made-for-hire IP assignment agreement or other restrictive covenant or other contract Contract (with any third party Person) that would reasonably be likely expected to affect in any way have an adverse effect on (A) the performance by such employee of any of his or her duties or responsibilities as a employeean employee of such Target Company, or (B) the business of any of the Target Companies. (e) No Target Company is party to, or operations bound by, any labor agreement, collective bargaining agreement or any other labor-related agreements or arrangements with any labor union, labor organization or works council. (f) There has never been any strike, lockout, slowdown, work stoppage, labor dispute or, to the Knowledge of the Company; (vi) , union organizing activity, or any similar activity or dispute, by or for the benefit of any of the Target Companies' employees affecting any Target Company, and, to the Knowledge of the Company, no employee of the Company is in violation of Person has threatened to commence any term of any employment contractsuch strike, patent disclosure agreementlockout, noncompetition agreementslowdown, work stoppage, labor dispute or union organizing activity or any other restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company; and (vii) the Company is not and never have been engaged in any Proceeding with an employee similar activity or former employee regarding Intellectual Property matters and there are not disputes or grievances involving any employees that have not been resolved. (f) Except as disclosed in Schedule 3.20(f), (i) the Company does not have an established severance pay practice or policy; (ii) no employee of the Company is entitled to any severance pay, bonus compensation, acceleration of payment or vesting of any equity interest, or other payment from the Company or the Buyer (other than accrued salary, vacation, or other paid time off in accordance with the policies of the Company) as a result of or in connection with the transactions contemplated by this Agreement or any of the Ancillary Agreements or as a result of any termination by the Company on or after the Closing of any Person employed by the Company on or prior to the Closing Datedispute. (g) The To the Knowledge of the Company, no Target Company is in compliance with all currently applicable Laws respecting employment has violated the Worker Adjustment and employment practices, terms and conditions of employment and wages and hoursRetraining Notification Act or any similar state or local Applicable Law. The Company is not engaged, and During the 90- day period prior to the Company’s Knowledge has never engagedEffective Date, in the Target Companies have not terminated any unfair labor practice of any nature. The employees of the Company have been, and currently are, properly classified under the Fair Labor Standards Act of 1938, as amended, and under any applicable state law. The Company has not failed to pay, any of its employees, consultants or contractors for any wages (including overtime), salaries, commissions, bonuses, benefits or other direct compensation for any services performed by them to the date hereof or amounts required to be reimbursed to such individuals. (h) For the avoidance of doubt, references to ” employee” or ” employees” in this Section shall not be interpreted to include independent contractors who provide services to any Target Company through a temporary staffing agency retained by such Target Company. (i) The Company, representations and each employee of warranties in this Section 5.18 constitute the Company, is in compliance with all applicable visa sole and work permit requirements, exclusive representations and no visa or work permit held by an employee warranties of the Company will expire during and the six month period following the date of this AgreementMembers regarding employment matters.