Common use of Employees and Labor Relations Clause in Contracts

Employees and Labor Relations. (a) Each Company Entity is in compliance, and has in the past three (3) years been in compliance, in all material respects with all applicable Laws relating to employment of labor and employment practices, including terms and conditions of employment, wages, hours, occupational safety and health, equal opportunity, fair labor standards, nondiscrimination, workers compensation, accessibility for those with disabilities, immigration and collective bargaining. No Company Entity is a party to or bound by any collective bargaining, tariff, works or similar agreement with any union, works council or other labor organization or is engaged in any labor negotiations with any labor union or works council. No union organizing activities are pending, or, to the Knowledge of the Company, threatened, and no such activities have occurred within the past three (3) years. There is no labor slowdown, stoppage, strike, lockout, or other material labor dispute pending, or, to the Knowledge of the Company, threatened against or affecting any Company Entity, and no such material dispute has occurred within the past three (3) years. Within the three (3) months prior to the Closing Date, no Company Entity has implemented any plant closing or employee layoffs that required any advance notice under the WARN Act or any similar state, local or foreign Law or regulation affecting any site of employment of the Company Entities. (b) Seller has made available to Purchaser a complete and accurate list of all employees of the Company Entities, broken down by Company Entity, including (A) each such employee’s position or title, annualized base salary or hourly wage (as applicable), annual commission opportunity or bonus potential, date of hire, business location, accrued, unused vacation, whether such employee is on a leave of absence, sick and/or paid time off, and part-time or full-time status, and (B) whether each such United States employee is classified as exempt or non-exempt for wage and hour purposes. (c) Seller has made available to Purchaser a complete and accurate list of all independent contractors and consultants to whom the Company is paying more than $50,000 per annum on an annualized basis (“Contingent Workers”), showing for each the nature of services provided, initial date of engagement, and business location. All leased or temporary workers are engaged on a temporary or non-permanent basis pursuant to the terms of any agreements between the Company Entities and temporary staffing agencies and, to the Knowledge of the Company, are paid by such staffing agencies for all hours worked consistent with applicable wage and hour laws. To the extent that any Contingent Workers are currently or have been engaged or used for the past three (3) years, the Company Entities have properly classified and treated them in accordance with applicable Laws and for purposes of all classification, wage and hour Laws, and Tax Laws and regulations. (d) To the Knowledge of the Company, as of the date of this Agreement there is no officer or employee that is material to the Business, or material group of employees or Contingent Workers of any of the Company Entities, who has or have indicated an intention to terminate his, her or their employment with any Company Entity. (e) The Company Entities are in compliance in all material respects with the requirements of all immigration legislation and requirements in the United States and applicable foreign jurisdictions, including the Immigration Reform Control Act of 1986, including but not limited to all applicable policies with respect to collecting, verifying and retaining complete and accurate copies of U.S. Citizenship and Immigration Services Form I-9 for each of their employees.

Employees and Labor Relations. (a) Each Schedule 3.8(a) sets forth a complete and correct list of each material Company Entity is in complianceBenefit Plan. (b) Schedule 3.8(b) lists all Seller Personnel and independent contractors, together with (as applicable) the title, position, base salary or hourly wage rate, target bonus, immigration status, and has classification as exempt or non-exempt, full-time or part-time, salaried or hourly, in each case, as of the date hereof. All Seller Personnel are employed at will, and their employment or engagement may be terminated at will. Schedule 3.8(b) also lists all Seller Personnel currently on disability or leaves of absence (including the date such disability or leave commenced, the type of leave of absence, and the expected date of return to active employment). (c) There are no unpaid wages, bonuses, retention payments, change in control payments, commissions, social insurance, or housing fund payments due to or on behalf of any Seller Personnel, any independent contractor of the Business or any former employee or independent contractor of the Business, or premiums for, or contributions or payments due to, any Company Benefit Plan or any Governmental Authority in respect of the time period from January 1, 2020, through and including the Closing Date, except for (i) amounts for wages accrued in the past three Ordinary Course in the current pay period and (3ii) years been in compliance, in all material respects with all applicable Laws relating to employment of labor and employment practices, including terms and conditions of employment, any wages, hoursbonuses, occupational safety retention payments, or severance payments that are or may become payable by Sellers to Seller Personnel, regardless of whether they become Transferred Employees, as determined by Sellers in Sellers’ sole discretion. (d) There are and health, equal opportunity, fair labor standards, nondiscrimination, workers compensation, accessibility for those with disabilities, immigration and have been no collective bargaining. No Company Entity is a party to or bound by any collective bargaining, tariff, works or similar agreement with any union, works council bargaining agreements or other labor organization union contracts applicable to or is engaged in covering any Seller Personnel. There are no Actions for unfair labor negotiations with any labor union practice, controversies, disputes, strikes, slowdowns, lockouts, picketing, or works council. No union organizing activities are pending, work stoppages pending or, to the Knowledge of the CompanySellers, threatened, and no such activities have occurred within the past three (3) yearsthreatened by any Seller Personnel. There is no labor slowdown, stoppage, strike, lockout, or other material labor dispute pending, union organizing effort pending or, to the Knowledge of the CompanySellers, threatened against or affecting any Company Entity, and no such material dispute has occurred within the past three (3) years. Within the three (3) months prior to the Closing Date, no Company Entity has implemented any plant closing or employee layoffs that required any advance notice under the WARN Act or any similar state, local or foreign Law or regulation affecting any site of employment of the Company Entities. (b) Seller has made available to Purchaser a complete and accurate list of all employees of the Company Entities, broken down by Company Entity, including (A) each such employee’s position or title, annualized base salary or hourly wage (as applicable), annual commission opportunity or bonus potential, date of hire, business location, accrued, unused vacation, whether such employee is on a leave of absence, sick and/or paid time off, and part-time or full-time status, and (B) whether each such United States employee is classified as exempt or non-exempt for wage and hour purposes. (c) Seller has made available to Purchaser a complete and accurate list of all independent contractors and consultants to whom the Company is paying more than $50,000 per annum on an annualized basis (“Contingent Workers”), showing for each the nature of services provided, initial date of engagement, and business location. All leased or temporary workers are engaged on a temporary or non-permanent basis pursuant to the terms of any agreements between the Company Entities and temporary staffing agencies and, to the Knowledge of the Company, are paid by such staffing agencies for all hours worked consistent with applicable wage and hour laws. To the extent that any Contingent Workers are currently or have been engaged or used for the past three (3) years, the Company Entities have properly classified and treated them in accordance with applicable Laws and for purposes of all classification, wage and hour Laws, and Tax Laws and regulations. (d) To the Knowledge of the Company, as of the date of this Agreement there is no officer or employee that is material to the Business, or material group of employees or Contingent Workers of any of the Company Entities, who has or have indicated an intention to terminate his, her or their employment with any Company Entity. (e) The Company Entities are in compliance in all material respects with the requirements of all immigration legislation and requirements in the United States and applicable foreign jurisdictions, including the Immigration Reform Control Act of 1986, including but not limited to all applicable policies with respect to collecting, verifying and retaining complete and accurate copies of U.S. Citizenship and Immigration Services Form I-9 for each of their employeesany Seller Personnel.

Employees and Labor Relations. (a) Each Company Entity is in complianceSchedule 3.14(a)(i) sets forth, as of the Closing Date, the (i) employer, (ii) name, (iii) title, (iv) exempt or non-exempt classification, (v) current annual salary rate or current hourly wage, and has (vi) amount of annual bonus eligibility of each present employee of the Company and its Subsidiaries. Schedule 3.14(a)(ii) sets forth the name of all former employees of the Company and its Subsidiaries that have terminated employment within one (1) year prior to the Closing Date. (b) Schedule 3.14(b) sets forth the name and current rate of compensation of each current independent contractor retained by the Company and its Subsidiaries. All independent contractors set forth on Schedule 3.14(b) have been within the last three (3) years, and currently are, properly classified and treated as independent contractors and not as employees. All such independent contractors have in the past been and continue to be properly and appropriately treated as non-employees for all federal, state, local and foreign Tax purposes, including the reporting of compensation on IRS Forms 1099. At no time has any independent contractor brought a claim against the Company or its Subsidiaries, whether formally or informally, challenging his or her status as an independent contractor or made a claim for additional compensation or any benefits under any Employee Plan. No Persons are currently providing, or have ever provided, services to the Company or its Subsidiaries pursuant to a leasing agreement or similar type of arrangement. (c) Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or other Contract with any labor organization, there are no such Contracts that are binding on the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries is currently negotiating any such Contract. (d) There are no strikes, work stoppages, unfair labor practice charges or complaints, slowdown, lockouts, material grievances, or other material labor disputes pending or, to the knowledge of the Company, threatened against or involving the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries has experienced any such dispute in the three (3) years been in compliance, in all material respects with all applicable Laws relating to employment of labor and employment practices, including terms and conditions of employment, wages, hours, occupational safety and health, equal opportunity, fair labor standards, nondiscrimination, workers compensation, accessibility for those with disabilities, immigration and collective bargaining. No Company Entity is a party to or bound by any collective bargaining, tariff, works or similar agreement with any union, works council or other labor organization or is engaged in any labor negotiations with any labor union or works council. No union organizing activities are pending, or, prior to the Knowledge date of this Agreement. To the knowledge of the Company, threatened, there are no ongoing or threatened union organizing activities relating to employees of the Company or any of its Subsidiaries and no such activities have occurred within the past three (3) years. There is no labor slowdown, stoppage, strike, lockout, or other material labor dispute pending, or, to the Knowledge of the Company, threatened against or affecting any Company Entity, and no such material dispute has occurred within the past three (3) years. Within the three (3) months years prior to the Closing Date, no Company Entity has implemented any plant closing or employee layoffs that required any advance notice under the WARN Act or any similar state, local or foreign Law or regulation affecting any site of employment of the Company Entities. (b) Seller has made available to Purchaser a complete and accurate list of all employees of the Company Entities, broken down by Company Entity, including (A) each such employee’s position or title, annualized base salary or hourly wage (as applicable), annual commission opportunity or bonus potential, date of hire, business location, accrued, unused vacation, whether such employee is on a leave of absence, sick and/or paid time off, and part-time or full-time status, and (B) whether each such United States employee is classified as exempt or non-exempt for wage and hour purposes. (c) Seller has made available to Purchaser a complete and accurate list of all independent contractors and consultants to whom the Company is paying more than $50,000 per annum on an annualized basis (“Contingent Workers”), showing for each the nature of services provided, initial date of engagement, and business location. All leased or temporary workers are engaged on a temporary or non-permanent basis pursuant to the terms of any agreements between the Company Entities and temporary staffing agencies and, to the Knowledge of the Company, are paid by such staffing agencies for all hours worked consistent with applicable wage and hour laws. To the extent that any Contingent Workers are currently or have been engaged or used for the past three (3) years, the Company Entities have properly classified and treated them in accordance with applicable Laws and for purposes of all classification, wage and hour Laws, and Tax Laws and regulations. (d) To the Knowledge of the Company, as of the date of this Agreement there is no officer or employee that is material to the Business, or material group of employees or Contingent Workers of any of the Company Entities, who has or have indicated an intention to terminate his, her or their employment with any Company EntityAgreement. (e) The Company Entities and its Subsidiaries are, and have been during the three (3) years prior to the date of this Agreement, in material compliance with all applicable Laws pertaining to employment and employment practices, wage payment, and labor relations. There are no actions, suits, claims, charges, complaints, grievances, arbitrations, investigations or other legal proceedings against the Company or any of its Subsidiaries pending, or to the Company’s knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in compliance in all material respects connection with the requirements employment of all immigration legislation and requirements any current or former employee of the Company or its Subsidiaries. (f) To the knowledge of the Company, no officer, executive, or key employee of the Company or any of its Subsidiaries: (i) has provided notice (whether verbal or written) of his or her intent to terminate their employment with the Company or any of its Subsidiaries within the first twelve (12) months following the Closing; or (ii) is party to or bound by any non-competition, non-solicitation, confidentiality, proprietary rights, or similar Contract that could restrict such Person in the United States performance of his or her employment duties or the ability of the Company or any of its Subsidiaries to operate the business. (g) In the three (3) years prior to the date of this Agreement, neither the Company nor any of its Subsidiaries has implemented any employee layoffs or plant closures that gave rise to notice obligations under the Worker Adjustment and applicable foreign jurisdictions, including the Immigration Reform Control Retraining Notification Act of 19861988, including but not limited to all applicable policies with respect to collectingas amended, verifying and retaining complete and accurate copies of U.S. Citizenship and Immigration Services Form I-9 for each of their employeesor any similar or related Law (collectively, the “WARN Act”).

Employees and Labor Relations. (a) Each Company Entity is in complianceSection 3.18(a) of the Disclosure Schedule lists, for each employee of each Acquired Company, such employee’s name, position, base compensation (as of the date hereof), amount and type of all incentive compensation paid or payable for the current and prior calendar year, the amount of accrued but unused vacation time or paid time off, each as of the date hereof, current employment status (including any leave or disability status, full time or part time status, exempt or nonexempt status for wage/hour matters, and has in the past three (3) years been in compliancetemporary or permanent status), in all material respects with all applicable Laws relating employing entity, and, if any such employee is authorized to employment of labor and employment practices, including terms and conditions of employment, wages, hours, occupational safety and health, equal opportunity, fair labor standards, nondiscrimination, workers compensation, accessibility for those with disabilities, immigration and collective bargaining. No Company Entity is work pursuant to a party to or bound non-immigrant visa status sponsored by any collective bargainingAcquired Company or Affiliate, tariff, works or similar agreement with any union, works council or other labor organization or is engaged in any labor negotiations with any labor union or works council. No union organizing activities are pending, or, to the Knowledge visa category and expiration date of the Company, threatened, and no such activities have occurred within the past three (3) years. There is no labor slowdown, stoppage, strike, lockout, or other material labor dispute pending, or, to the Knowledge of the Company, threatened against or affecting any Company Entity, and no such material dispute has occurred within the past three (3) years. Within the three (3) months prior to the Closing Date, no Company Entity has implemented any plant closing or employee layoffs that required any advance notice under the WARN Act or any similar state, local or foreign Law or regulation affecting any site of employment of the Company Entitiesvisa. (b) Seller has made available to Purchaser a complete and accurate list of all employees As of the Company Entities, broken down by Company Entity, including (A) each such employee’s position or title, annualized base salary or hourly wage (as applicable), annual commission opportunity or bonus potential, date of hire, business location, accrued, unused vacation, whether such employee is on a leave of absence, sick and/or paid time off, and part-time or full-time status, and (B) whether each such United States employee is classified as exempt or non-exempt for wage and hour purposes. (c) Seller has made available to Purchaser a complete and accurate list of all independent contractors and consultants to whom the Company is paying more than $50,000 per annum on an annualized basis (“Contingent Workers”), showing for each the nature of services provided, initial date of engagement, and business location. All leased or temporary workers are engaged on a temporary or non-permanent basis pursuant to the terms of any agreements between the Company Entities and temporary staffing agencies andhereof, to the Knowledge Acquired Companies’ Knowledge, no officer or employee at the level of manager or higher, no independent contractor or leased employee whose departure would materially disrupt the operations of any Acquired Company, are paid by such staffing agencies for all hours worked consistent with applicable wage and hour laws. To the extent that no group of three or more employees in a single department of any Contingent Workers are currently or have been engaged or used for the past three (3) years, the Acquired Company Entities have properly classified and treated them in accordance with applicable Laws and for purposes of all classification, wage and hour Laws, and Tax Laws and regulations. (d) To the Knowledge of the Companyhas, as of the date of this Agreement there is no officer or employee that is material to the Businesshereof, or material group of employees or Contingent Workers of disclosed any of the Company Entities, who has or have indicated an intention plans to terminate his, her or their employment or relationship with any Acquired Company. To the Acquired Companies’ Knowledge, no employee of an Acquired Company Entityis subject to any secrecy or noncompetition agreement or any other agreement or restriction of any kind with any third party that would impede in any way the ability of such employee to carry out fully all activities of such employee in furtherance of the business of any Acquired Company. (c) With respect to each Acquired Company: (i) there is no collective bargaining agreement, or other union or works council agreement, with any labor organization or employee group; (ii) no union, labor organization or employee group has filed any representation petition or made any written demand to an Acquired Company for recognition; (iii) to the Acquired Companies’ Knowledge, since January 1, 2014, no employees of any Acquired Company have engaged in any efforts with any union, labor organization, or employee group to organize such employees and no such efforts are threatened; (iv) no labor strike, work stoppage, picketing, slowdown, lockout or other material labor dispute has occurred since January 1, 2014 or, to the Acquired Companies’ Knowledge, is threatened; and (v) no action that violates the National Labor Relations Act or other Applicable Law in respect of labor matters has been taken in respect of any current or former employees or site of employment. (d) Since January 1, 2014, no Acquired Company has implemented any plant closing or layoff of employees governed by the WARN Act or any similar Applicable Law, and no Liability incurred under the WARN Act or any similar Applicable Law remains unsatisfied. (e) The Each Acquired Company Entities are is in compliance with all Applicable Laws relating to employment, employment practices and terms and conditions of employment, including minimum wage, wage and hour, meal and rest breaks, employee leave requirements, workers’ compensation, withholding of Taxes, equal opportunity, unlawful discrimination or retaliation, labor relations, occupational safety and health requirements and termination of employment (including plant closings under the WARN Act or any similar Applicable Laws). There is no employment‑related Proceeding pending or, to the Acquired Companies’ Knowledge, threatened regarding any alleged violation or breach by any Acquired Company (or any of its managers, officers or directors) of any Applicable Law or Contract; and, to the Acquired Companies’ Knowledge, no employee or agent of such Acquired Company has committed any act or omission giving rise to any material Liability for any violation or breach by such Acquired Company (or any of its managers, officers or directors) of any Applicable Law or Contract. Since January 1, 2016, (i) no allegations of sexual harassment or similar misconduct have been made against any Acquired Company employee who is in a managerial-level position or above, and (ii) no Acquired Company has entered into any settlement agreement related to allegations of sexual harassment or similar misconduct by any employee at a managerial level or above. (f) No Acquired Company employee resides or primarily works outside the United States. Each employee of each Acquired Company is authorized to work in the United States. The qualifications for employment of each employee of an Acquired Company under Applicable Laws relating to immigration have been reviewed by the respective Acquired Company (or on its behalf) and a properly completed Form I-9 is on file with respect to each current and former employee as required by Applicable Law. Each Acquired Company has complied in all material respects with the requirements U.S. Immigration and Nationality Act, as amended from time to time, and the rules and regulations promulgated thereunder. No Acquired Company has received any written notice from any Governmental Authority or other Person regarding any violation or alleged violation of all immigration legislation and requirements any Applicable Law relating to hiring, recruiting, employing (or continuing to employ) anyone not authorized to work in the United States States. None of the Acquired Companies is liable, or would reasonably be expected to be liable, as a joint employer under Applicable Law of any employees of licensees or franchisees. (g) Except as set forth on Section 3.18(g) of the Disclosure Schedule, no Acquired Company has employed, nor does any Acquired Company currently employ or otherwise obtain the services of any “leased employee” (as such term is defined in Section 414(n) of the Code) or any independent contractor. All individuals who are performing, or have performed, services for an Acquired Company and applicable foreign jurisdictions, including who are or were classified by an Acquired Company as an “independent contractor” qualify for such classification under Section 530 of the Immigration Revenue Act of 1978 or Section 1706 of the Tax Reform Control Act of 1986, including but and such individuals are not limited entitled to any benefits under any Company Plan. Each Acquired Company has properly classified each of its individual service providers as “employees” or “independent contractors” and as “exempt” or “non-exempt” for all purposes and has properly reported all compensation paid to employees, officers and independent contractors for all purposes. Each Acquired Company has paid in full to all applicable policies of its current and former employees, or adequately accrued for in accordance with GAAP, all wages, salaries, commissions, bonuses and other compensation due to or on behalf of such Persons. (h) No Acquired Company has received notice of the intent of any Governmental Authority responsible for the enforcement of Applicable Laws relating to labor or employment to conduct any investigation, audit or other Proceeding with respect to collectingor relating to such Acquired Company’s employees or independent contractors and, verifying to the Acquired Companies’ Knowledge, no such Proceeding is in progress. No Acquired Company has received a written notice, citation, complaint or charge asserting any violation of or Liability under the federal Occupational Safety and retaining complete Health Act of 1970 or any similar Applicable Law concerning employee health and accurate copies safety. (i) There are no workers’ compensation claims pending against any Acquired Company nor, to the Acquired Companies’ Knowledge, are there any facts that would give rise to such a claim or claims not covered by workers’ compensation insurance. (j) No Acquired Company is a covered federal contractor or subcontractor under Executive Order 11246, as amended (including, without limitation, Section 503 of U.S. Citizenship the Rehabilitation Act of 1973 and Immigration Services Form I-9 for each the Vietnam Era Veterans Readjustment Assistance Act of their employees1974). No Acquired Company has an affirmative action plan with any state or local agencies.

Employees and Labor Relations. (a) Schedule 3.15(a) contains a list, as of April 30, 2007, of the names and positions of all employees of the PED Subsidiaries. Each Company Entity is in compliance, and PED Subsidiary has in the past three (3) years been in compliance, complied in all material respects with all applicable Laws requirements of Law relating to employment of labor and employment practices, including terms and conditions of employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits and collective bargaining, the payment of social security and similar Taxes and occupational safety and health. (b) Schedule 3.15(b) sets forth a true and complete list of each works council, equal opportunity, fair labor standards, nondiscrimination, workers compensation, accessibility for those with disabilities, immigration and collective bargaining. No Company Entity is a party to or bound by any collective bargaining, tariff, works or similar agreement with any union, works council union or other labor organization which has to be notified or is engaged consulted or with which negotiations need to be conducted in connection with the transactions contemplated by this Agreement and each collective bargaining agreement which has any labor negotiations material impact on the terms and conditions of employment with any labor union or works council. No union organizing activities are pending, or, respect to the Knowledge employees of the CompanyPED Subsidiaries. (c) Since May 1, 2004, there has not been, there is not presently pending or existing, and to the knowledge of Seller there is not threatened, and no such activities have occurred within any material strike, slowdown, picketing, employee grievance process or other work stoppage or labor dispute involving the past three (3) yearsPED Subsidiaries. There is no labor slowdown, stoppage, strike, lockout, or other material labor dispute pending, or, to lockout of any employees by the Knowledge of the Company, threatened against or affecting any Company EntityPED Subsidiaries, and the PED Subsidiaries contemplates no such material dispute has occurred within the past three action. (3d) years. Within the three (3) months prior to the Closing DateExcept as set forth on Schedule 3.15(d), since May 1, 2004, no Company Entity PED Subsidiary has implemented any plant closing or employee layoffs layoff of employees that required any advance notice under could implicate the WARN Worker Adjustment and Retraining Notification Act of 1988, or any similar stateforeign, state or local or foreign Law or regulation affecting any site of employment of the Company Entities. (bLaw. Schedule 3.15(d) Seller has made available to Purchaser a sets forth an accurate and complete and accurate list of all employees of individuals whose employment with the Company Entities, broken down by Company Entity, including (A) each such employee’s position or title, annualized base salary or hourly wage (as applicable), annual commission opportunity or bonus potential, date of hire, business location, accrued, unused vacation, whether such employee is on a leave of absence, sick and/or paid time off, and partPED Subsidiaries has terminated during the 90-time or full-time status, and (B) whether each such United States employee is classified as exempt or non-exempt for wage and hour purposes. (c) Seller has made available day period prior to Purchaser a complete and accurate list of all independent contractors and consultants to whom the Company is paying more than $50,000 per annum on an annualized basis (“Contingent Workers”), showing for each the nature of services provided, initial date of engagement, and business location. All leased or temporary workers are engaged on a temporary or non-permanent basis pursuant to the terms of any agreements between the Company Entities and temporary staffing agencies and, to the Knowledge of the Company, are paid by such staffing agencies for all hours worked consistent with applicable wage and hour laws. To the extent that any Contingent Workers are currently or have been engaged or used for the past three (3) years, the Company Entities have properly classified and treated them in accordance with applicable Laws and for purposes of all classification, wage and hour Laws, and Tax Laws and regulations. (d) To the Knowledge of the Company, as of the date of this Agreement there is no officer or employee that is material to the Business, or material group of employees or Contingent Workers of any of the Company Entities, who has or have indicated an intention to terminate his, her or their employment with any Company EntityAgreement. (e) The Company Entities are in compliance in all To Seller's Knowledge, no key managerial or technical employees of the PED Subsidiaries, and no material respects group of employees of the PED Subsidiaries, have indicated their intention to terminate their employment with the requirements PED Subsidiaries following or in connection with the consummation of all immigration legislation and requirements in the United States and applicable foreign jurisdictions, including the Immigration Reform Control Act of 1986, including but not limited to all applicable policies with respect to collecting, verifying and retaining complete and accurate copies of U.S. Citizenship and Immigration Services Form I-9 for each of their employeestransactions contemplated by this Agreement.

Employees and Labor Relations. (a) Each Company Entity Schedule 4.10(a) of the Disclosure Schedule sets forth a true, correct and complete listing of all Employees as of the date hereof and includes the following information for each Employee: name or employee identification number, job title, date of hire, principal work location (including city and state), classification for compensation purposes (exempt or non-exempt under the Fair Labor Standards Act or similar Law), status as full-time, part-time or temporary, leave status (including whether the Employee is in complianceon family, parental, military, disability or other leave of absence), current annual base salary or regular hourly rate(s) of pay (as applicable), current bonus or incentive compensation eligibility, and has total compensation for 2020. (b) Schedule 4.10(b) of the Disclosure Schedule sets forth a true, correct and complete listing of all Persons who provide services to the Companies or any Subsidiary as of the date hereof and are treated by the Companies or any Subsidiary (as applicable) as independent contractors, and includes the following information for each such Person: name, a description of services provided and compensation terms, start date and anticipated end date of engagement, and length of any notice or termination provision. (c) Except as set forth in Schedule 4.10(c) of the past three Disclosure Schedule, none of the Companies nor any Subsidiary is party to any collective bargaining agreement, works council agreement or other labor union contract applicable to Employees of the Companies and the Subsidiaries and there is not presently existing and, to the Knowledge of the Companies, there is not threatened, any (3a) years been strike, slowdown, picketing work stoppage, lockout, union organizing or representation or certification campaign, (b) proceeding, investigation, audit or Action against any Company or any of the Subsidiaries alleging or investigating an alleged unfair labor practice, breach of any express or implied contract of employment, wrongful termination of employment, or any other discriminatory, wrongful or tortious conduct in connection with any employment or consulting relationship, or violation of any Laws pertaining to labor relations or employment matters, including any charge or complaint filed by an Employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, Occupational Safety and Health Administration or any other Governmental Authority, or (c) application for certification of a collective bargaining agent. (d) Except as set forth in Schedule 4.10(d) of the Disclosure Schedule, to the Knowledge of the Companies, no Employee is subject to any non-solicitation or non-competition agreement or any other agreement or restriction that would impede in any way the ability of such Employee to carry out fully all activities of such Employee in furtherance of the business of the Companies or the Subsidiaries. (e) With respect to all Employees, contractors, former employees, and applicants for employment, the Companies and the Subsidiaries are in compliance, in all material respects respects, with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, employee classification and wages and hours, including all applicable Laws relating to employment standards, classification of employees as exempt or non-exempt under the Fair Labor Standards Act and similar state Law, employment of minors, employment discrimination or harassment, health and safety, mandatory breaks, leaves of absence and paid time off, withholding and pay records, overtime compensation, labor and employment practicesrelations, including terms and conditions of employment, wages, hours, occupational occupation safety and health, equal opportunity, fair labor standards, nondiscrimination, workers compensation, accessibility for those with disabilitiesworkers’ compensation insurance, immigration and collective bargainingwork authority, or pay equity. No Each Person classified or treated by the Companies or any Subsidiary as an independent contractor is properly classified under all applicable Laws. (f) All Employees are legally permitted to be employed by the Companies or any Subsidiary, as applicable, in the United States in their current job capacities, and the applicable Company Entity or Subsidiary has in its files a properly completed Form I-9 for each Employee and former Employee of the Companies or any Subsidiary with respect to whom such form is a party required to or bound by be maintained under applicable Law. None of the Companies nor any collective bargaining, tariff, works or similar agreement with any union, works council or other labor organization or is engaged in any labor negotiations with any labor union or works council. No union organizing activities are pending, Subsidiary has received written notice or, to the Knowledge of the CompanyCompanies, threatenedother communication from any Governmental Authority regarding any unresolved violation or alleged violation of any applicable Law relating to hiring, recruiting, employing of (or continuing to employ) anyone who is not legally authorized to work in the United States. (g) None of the Companies nor any Subsidiary has engaged in any employee layoff or plant closing activities since January 1, 2018 that triggered the application of or violated the Worker Adjustment Retraining and Notification Act of 1988, as amended, or any similar state or local mass layoff statute, rule or regulation, and no such activities have occurred within employee layoff or plant closing activity is currently planned by the past three Companies or any Subsidiary. (3h) years. There is Since January 1, 2018, (i) no labor slowdown, stoppage, strike, lockout, or other material labor dispute pending, written or, to the Knowledge of the CompanyCompanies, threatened other allegations of harassment or discrimination have been made against any Employee who is in a position of manager or affecting above and (ii) none of the Companies nor any Company Entity, and no such material dispute Subsidiary has occurred within entered into any settlement agreements related to specific allegations of sexual harassment or misconduct by or against any Employee or former Employee of the past three (3) years. Within the three (3) months prior to the Closing Date, no Company Entity has implemented any plant closing or employee layoffs that required any advance notice under the WARN Act Companies or any similar state, local Subsidiary at a manager level or foreign Law or regulation affecting any site of employment of the Company Entitiesabove. (bi) Seller has Sellers and the Companies have made available to Purchaser Buyer a true and complete and accurate list copy of all employees of the Company Entities, broken down by Company Entity, including (A) each such employee’s position or title, annualized base salary or hourly wage (as applicable), annual commission opportunity or bonus potential, date of hire, business location, accrued, unused vacation, whether such employee is on a leave of absence, sick and/or paid time off, and part-time or full-time status, and (B) whether each such United States employee is classified as exempt or non-exempt for wage and hour purposes. (c) Seller has made available to Purchaser a complete and accurate list of all independent contractors and consultants to whom the Company is paying more than $50,000 per annum on an annualized basis (“Contingent Workers”), showing for each the nature of services provided, initial date of engagement, and business location. All leased or temporary workers are engaged on a temporary or non-permanent basis pursuant handbook that currently applies to the terms of Employees and all other material written policies or plans (including any agreements between the Company Entities and temporary staffing agencies and, to the Knowledge of the Company, are paid by such staffing agencies for all hours worked consistent with applicable wage and hour laws. To the extent that any Contingent Workers are currently severance plan or have been engaged or used for the past three (3) years, the Company Entities have properly classified and treated them in accordance with applicable Laws and for purposes of all classification, wage and hour Laws, and Tax Laws and regulations. (d) To the Knowledge of the Company, as of the date of this Agreement there is no officer or employee that is material to the Business, or material group of employees or Contingent Workers other similar policy of any of the Company EntitiesCompanies or the Subsidiaries), who has if any, currently applicable to any Employee or have indicated an intention to terminate his, her independent contractor of the Companies or their employment with any Company Entity. (e) The Company Entities are in compliance in all material respects with the requirements of all immigration legislation and requirements in the United States and applicable foreign jurisdictionsSubsidiary, including the Immigration Reform Control Act of 1986, including but not limited to all applicable any remote work or return-to-work policies with respect to collecting, verifying and retaining complete and accurate copies of U.S. Citizenship and Immigration Services Form I-9 for each of their employeesor plans.

Employees and Labor Relations. (a) Each Company Entity is in complianceSchedule 5.15(a) of the Disclosure Schedules contains a true, complete and has in accurate list, as of the past three Effective Date, of the following information for each employee of Seller (3) years been in compliance, in all material respects with all applicable Laws relating to employment of labor and employment practicesother than Excluded Employees), including terms each employee who may be on a leave of absence or layoff status: name; date of hire; job title; current compensation package (including any bonus, incentive, severance, profit-sharing or other contingent payments) and conditions any material change in compensation since December 31, 2012; vacation, sick leave, personal and/or other accrued but unused paid time off accrued; and fringe benefits (including amount of employmentservice credited for purposes of vesting and eligibility to participate under any Seller Employee Benefit Plans). Except as set forth on Schedule 5.15(a) of the Disclosure Schedules, wagesthere are no employment contracts pursuant to which Seller is obligated to make any payment to any Person. (b) Except as set forth on Schedule 5.15(b) of the Disclosure Schedules, hoursSeller has no leased employees, occupational safety and healthindependent contractors or consultants. (c) To the Knowledge of Seller, equal opportunity, fair labor standards, nondiscrimination, workers compensation, accessibility for those with disabilities, immigration and collective bargaining. No Company Entity no Employee is a party to, or is otherwise bound by, any agreement or arrangement, including any confidentiality, noncompetition or proprietary rights agreement, between such Employee and any other Person (a “Proprietary Rights Agreement”) that adversely affects (i) the performance of his or her current duties as a Employee, or (ii) the ability of Seller to or bound conduct the Business, including any Proprietary Rights Agreement with Seller by any collective bargainingsuch Employee. (d) Except as set forth on Schedule 5.15(d) of the Disclosure Schedules or as would not have a Material Adverse Effect, tariff, works or similar agreement with any union, works council or other labor organization or is engaged in any labor negotiations with any labor union or works council. No union organizing activities there are pending, no Proceedings which have been asserted or, to the Knowledge of the Company, threatened, and no such activities have occurred within the past three (3) years. There is no labor slowdown, stoppage, strike, lockout, or other material labor dispute pending, or, to the Knowledge of the CompanySeller, threatened against Seller that relate to any Employee or affecting any Company Entity, and no such material dispute has occurred within the past three (3) years. Within the three (3) months prior Former Employee or applicant for employment or Seller’s labor or employment practices except to the Closing Dateextent the same would not have a Material Adverse Effect, no Company Entity has implemented including those for: (i) wages, salaries, commissions, bonuses, vacation pay, severance or termination pay, sick pay or other compensation; (ii) employee benefits; (iii) alleged unlawful, unfair, wrongful or discriminatory employment or labor practices; (iv) alleged breach of contract or other claim arising under a collective bargaining agreement, other labor contract or individual agreement, or any other employment covenant whether express or implied; (v) alleged violation of any statute, ordinance, contract or regulation relating to meal or rest breaks, employee classification, minimum wages, maximum hours of work, overtime or any other laws regarding hours of work or payment of wages or compensation; (vi) alleged violation of occupational safety and health standards; or (vii) alleged violation of plant closing and mass layoff, immigration, recordkeeping, workers’ compensation, disability, unemployment compensation, whistleblower laws or employee layoffs that required any advance notice under the WARN Act other labor or any similar state, local or foreign Law or regulation affecting any site of employment of the Company Entities. (b) Seller has made available to Purchaser a complete and accurate list of all employees of the Company Entities, broken down by Company Entity, including (A) each such employee’s position or title, annualized base salary or hourly wage (as applicable), annual commission opportunity or bonus potential, date of hire, business location, accrued, unused vacation, whether such employee is on a leave of absence, sick and/or paid time off, and part-time or full-time status, and (B) whether each such United States employee is classified as exempt or non-exempt for wage and hour purposes. (c) Seller has made available to Purchaser a complete and accurate list of all independent contractors and consultants to whom the Company is paying more than $50,000 per annum on an annualized basis (“Contingent Workers”), showing for each the nature of services provided, initial date of engagement, and business location. All leased or temporary workers are engaged on a temporary or non-permanent basis pursuant to the terms of any agreements between the Company Entities and temporary staffing agencies and, to the Knowledge of the Company, are paid by such staffing agencies for all hours worked consistent with applicable wage and hour laws. To the extent that any Contingent Workers are currently or have been engaged or used for the past three (3) years, the Company Entities have properly classified and treated them in accordance with applicable Laws and for purposes of all classification, wage and hour Laws, and Tax Laws and regulations. (d) To the Knowledge of the Company, as of the date of this Agreement there is no officer or employee that is material to the Business, or material group of employees or Contingent Workers of any of the Company Entities, who has or have indicated an intention to terminate his, her or their employment with any Company Entity. (e) The Company Entities Except where non-compliance would not have a Material Adverse Effect or except as set forth on Schedule 5.15(e) of the Disclosure Schedules, Seller is in, and has been since January 1, 2008, in material compliance with all applicable laws and regulations regarding labor and employment practices and policies, including those regarding: (i) wages, salaries, commissions, overtime, bonuses, vacation pay, severance or termination pay, sick pay or other compensation; (ii) employee benefits; (iii) unlawful, unfair, wrongful or discriminatory employment or labor practices; (iv) breach of contract or other claim arising under a collective bargaining agreement, other labor contract or individual agreement, or any other employment covenant whether express or implied; (v) exercise of rights protected by the National Labor Relations Act of 1935 (as amended); (vi) meal and rest breaks, employee classification, minimum wages, maximum hours of work, overtime and any other laws regarding hours of work or the payment of wages or compensation; (vii) occupational safety and health standards; (viii) plant closing and mass layoff, immigration, recordkeeping, workers’ compensation, disability, unemployment compensation, and whistleblowing; and (ix) employee leave requirements. (f) Except as set forth on Schedule 5.15(f) of the Disclosure Schedules, there have not been any plant closings, mass layoffs, or other terminations of employees of Seller at any time which would create any obligations upon or liabilities for Seller under the WARN Act. (g) Except as set forth on Schedule 5.15(g) of the Disclosure Schedules, all Employees are lawfully authorized to work in the United States for Seller in accordance with applicable immigration laws. Seller has taken all steps required by law to ensure that independent contractors are properly classified. Seller is in compliance in all material respects with all Laws relating to the requirements documentation and record keeping of all immigration legislation and requirements in their employees’ work authorization status. (h) Except as set forth on Schedule 5.15(h) of the United States and applicable foreign jurisdictionsDisclosure Schedules, including the Immigration Reform Control Act Seller is not subject to any settlement Contract, conciliation agreement, letter of 1986commitment, including but not limited deficiency letter or consent decree with any Employee or former employee or applicant for employment, labor union or other collective bargaining representative, or any Governmental Body or arbitrator relating to all applicable policies claims of unfair labor practices, employment discrimination or other claims with respect to collectinglabor and employment practices and policies, verifying and retaining complete no Governmental Body or arbitrator has issued an Order with respect to the labor and accurate copies employment practices or policies of U.S. Citizenship Seller which have any present Material Adverse Effect (or would reasonably be likely to have any future Material Adverse Effect) on Seller or the labor and Immigration Services Form I-9 for employment practices and policies of Seller. (i) Seller is not a party to any labor or collective bargaining agreement. (j) Except as set forth on Schedule 5.15(j) of the Disclosure Schedules, there are no (i) strikes, work stoppages, work slowdowns or lockouts pending or, to the Knowledge of Seller, threatened against or involving Seller, or (ii) unfair labor practice charges, grievances or complaints pending or, to the Knowledge of Seller, threatened by or on behalf of any employee or group of employees of Seller, except in each case as would not have a Material Adverse Effect. (k) Seller is in compliance in all material respects with all Workers’ Compensation Laws, except as would not have a Material Adverse Effect. All pending claims against Seller under each Workers’ Compensation Law are set forth on Schedule 5.15(k) of their employeesthe Disclosure Schedules.

Employees and Labor Relations. (a) Each Schedule 3.8(a) sets forth a complete and correct list of each material Company Entity is in complianceBenefit Plan. (b) Schedule 3.8(b) lists all Seller Personnel and independent contractors, together with (as applicable) the title, position, base salary or hourly wage rate, target bonus, immigration status, and has classification as exempt or non-exempt, full- time or part-time, salaried or hourly, in each case, as of the date hereof. All Seller Personnel are employed at will, and their employment or engagement may be terminated at will. Schedule 3.8(b) also lists all Seller Personnel currently on disability or leaves of absence (including the date such disability or leave commenced, the type of leave of absence, and the expected date of return to active employment). (c) There are no unpaid wages, bonuses, retention payments, change in control payments, commissions, social insurance, or housing fund payments due to or on behalf of any Seller Personnel, any independent contractor of the Business or any former employee or independent contractor of the Business, or premiums for, or contributions or payments due to, any Company Benefit Plan or any Governmental Authority in respect of the time period from January 1, 2020, through and including the Closing Date, except for (i) amounts for wages accrued in the past three Ordinary Course in the current pay period and (3ii) years been in compliance, in all material respects with all applicable Laws relating to employment of labor and employment practices, including terms and conditions of employment, any wages, hoursbonuses retention payments, occupational safety or severance payments that are or may become payable by Sellers to Seller Personnel, regardless of whether they become Transferred Employees, as determined by Sellers in Sellers’ sole discretion. (d) There are and health, equal opportunity, fair labor standards, nondiscrimination, workers compensation, accessibility for those with disabilities, immigration and have been no collective bargaining. No Company Entity is a party to or bound by any collective bargaining, tariff, works or similar agreement with any union, works council bargaining agreements or other labor organization union contracts applicable to or is engaged in covering any Seller Personnel. There are no Actions for unfair labor negotiations with any labor union practice, controversies, disputes, strikes, slowdowns, lockouts, picketing, or works council. No union organizing activities are pending, work stoppages pending or, to the Knowledge of the CompanySellers, threatened, and no such activities have occurred within the past three (3) yearsthreatened by any Seller Personnel. There is no labor slowdown, stoppage, strike, lockout, or other material labor dispute pending, union organizing effort pending or, to the Knowledge of the CompanySellers, threatened against or affecting any Company Entity, and no such material dispute has occurred within the past three (3) years. Within the three (3) months prior to the Closing Date, no Company Entity has implemented any plant closing or employee layoffs that required any advance notice under the WARN Act or any similar state, local or foreign Law or regulation affecting any site of employment of the Company Entities. (b) Seller has made available to Purchaser a complete and accurate list of all employees of the Company Entities, broken down by Company Entity, including (A) each such employee’s position or title, annualized base salary or hourly wage (as applicable), annual commission opportunity or bonus potential, date of hire, business location, accrued, unused vacation, whether such employee is on a leave of absence, sick and/or paid time off, and part-time or full-time status, and (B) whether each such United States employee is classified as exempt or non-exempt for wage and hour purposes. (c) Seller has made available to Purchaser a complete and accurate list of all independent contractors and consultants to whom the Company is paying more than $50,000 per annum on an annualized basis (“Contingent Workers”), showing for each the nature of services provided, initial date of engagement, and business location. All leased or temporary workers are engaged on a temporary or non-permanent basis pursuant to the terms of any agreements between the Company Entities and temporary staffing agencies and, to the Knowledge of the Company, are paid by such staffing agencies for all hours worked consistent with applicable wage and hour laws. To the extent that any Contingent Workers are currently or have been engaged or used for the past three (3) years, the Company Entities have properly classified and treated them in accordance with applicable Laws and for purposes of all classification, wage and hour Laws, and Tax Laws and regulations. (d) To the Knowledge of the Company, as of the date of this Agreement there is no officer or employee that is material to the Business, or material group of employees or Contingent Workers of any of the Company Entities, who has or have indicated an intention to terminate his, her or their employment with any Company Entity. (e) The Company Entities are in compliance in all material respects with the requirements of all immigration legislation and requirements in the United States and applicable foreign jurisdictions, including the Immigration Reform Control Act of 1986, including but not limited to all applicable policies with respect to collecting, verifying and retaining complete and accurate copies of U.S. Citizenship and Immigration Services Form I-9 for each of their employeesany Seller Personnel.