Common use of Employees, Consultants and Contractors Clause in Contracts

Employees, Consultants and Contractors. (a) Section 4.23(a) of the Company Disclosure Schedule contains a list of all individuals who are employees, consultants, or contractors of the Company as of the Closing Date, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; (vi) a description of the fringe benefits provided to each such individual as of the date hereof; and (vii) whether such employee is related to any Seller or a manager or officer of the Company (any such employee, a “Related Employee”). As of the date hereof, all compensation, including wages, commissions and bonuses, payable and due to employees, consultants, or contractors of the Company for services performed on or prior to the date hereof, have been paid in the ordinary course in accordance with past payroll practices and there are no outstanding agreements, understandings or commitments of the Company with respect to any commissions, bonuses or increases in compensation. (b) The Company is not a party to, bound by, or currently negotiating any (i) employment agreement, consulting agreement or any other agreement or Contract with any of its employees or contractors or (ii) collective bargaining agreement, peace agreement, neutrality agreement or other similar type of agreement or Contract with a Union, works council or labor organization (collectively, “Union”), and there is not, and there has never been, any Union representing or purporting to represent any employee of the Company, and, to the Knowledge of the Company, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. There has never been, nor, to the Knowledge of the Company, has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Company or any of their respective employees. The Company has no duty to bargain with any Union. (c) All individuals characterized and treated by the Company as consultants or independent contractors are properly classified as independent contractors and not as employees under all applicable Laws. The Company has no direct or indirect Liability as a result of any misclassification of any Person as an independent contractor rather than as an “employee”. Except as set forth in Section 4.23(c) of the Company Disclosure Schedule, all employees (and, if applicable, Persons wrongly misclassified as independent contractors rather than as “employees”) of the Company are employed on an “at-will” basis or pursuant to the terms of agreements that are terminable by the Company immediately without incurring any Liability (other than earned but unpaid compensation). (d) Except as set forth in Section 4.23(d) of the Company Disclosure Schedule, the Company has calculated and accurately paid all Taxes, fees and charges due to any Governmental Authority with respect to the employment of, or services provided by, its employees, consultants, or contractors. (e) The Company is and has been in compliance in all material respects with all applicable Laws pertaining to employment and employment practices, including all Laws relating to labor relations, independent contractor arrangements and classifications, equal employment opportunities, fair employment practices, employment discrimination, harassment, sexual harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence and unemployment insurance. (f) Since January 1, 2020, the Company has not hired, recruited or referred for a fee any Person who is not legally authorized to be employed in the country in which they are employed, or knowingly employed any Person that is not legally authorized to be employed in the country in which they are employed, or continued to employ any Person knowing such Person ceased to be legally authorized to be employed in the country in which they are employed. The Company has properly completed all reporting and verification requirements pursuant to applicable Law relating to immigration control for all of its employees. The Company has retained for each current employee the Form I-9 throughout such employee’s period of employment with the Company and has retained such documents for each former employee of the Company for a period of one (1) year from the date of termination of such employee or three (3) years from the date of hire, whichever is later. The Company has not received any notice from any Governmental Authority that the Company is in violation of any applicable Law pertaining to immigration control or that any current, former employee, agent or contractor of the Company is or was not legally authorized to be employed in the country which they are employed in or is or was using an invalid social security number (or similar foreign identification) and there is no pending, or to the Knowledge of the Company threatened, charge or complaint under the Immigration Reform and Control Act of 1986 against the Company.

Employees, Consultants and Contractors. (a) Section 4.23(a4.22(a) of the Company Disclosure Schedule Schedules contains a list of all individuals who are employees, consultants, or contractors of each of the Company or its Subsidiaries as of the Closing Datedate hereof, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof; and (vii) whether such employee is related to any Seller or a manager or officer of the Company (any such employee, a “Related Employee”). As of the date hereof, all compensation, including wages, commissions and bonuses, payable and due to employees, consultants, or contractors of each of the Company and its Subsidiaries for services performed on or prior to the date hereof, have been paid in the ordinary course in accordance with past payroll practices and there are no outstanding agreements, understandings or commitments of any of the Company or its Subsidiaries with respect to any commissions, bonuses or increases in compensation. (b) The Except as set forth in Section 4.22(b) of the Disclosure Schedules, neither the Company nor any of its Subsidiaries is not a party to, bound by, or currently negotiating any (i) employment agreement, consulting agreement or any other agreement or Contract with any of its employees or contractors or (ii) collective bargaining agreement, peace agreement, neutrality agreement or other similar type of agreement or Contract with a Union, works council or labor organization (collectively, “Union”), and there is not, and there has never been, any Union representing or purporting to represent any employee of any of the CompanyCompany or its Subsidiaries, and, to the Knowledge of the CompanyCompany and its Subsidiaries, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. There has never been, nor, to the Knowledge of the CompanyCompany and its Subsidiaries, has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting any of the Company or its Subsidiaries or any of their respective employees. The Neither the Company nor its Subsidiaries has no any duty to bargain with any Union. (c) All individuals characterized and treated by any of the Company or its Subsidiaries as consultants or independent contractors are properly classified as independent contractors and not as employees under all applicable Laws. The Neither the Company nor its Subsidiaries has no any direct or indirect Liability as a result of any misclassification of any Person as an independent contractor rather than as an “employee”. Except as set forth in Section 4.23(c4.22(c) of the Company Disclosure ScheduleSchedules, all employees (and, if applicable, Persons wrongly misclassified as independent contractors rather than as “employees”) of the Company or its Subsidiaries are employed on an “at-will” basis or pursuant to the terms of agreements that are terminable by the Company or its Subsidiaries immediately without incurring any Liability (other than earned but unpaid compensation). (d) Except as set forth in Section 4.23(d4.22(d) of the Company Disclosure ScheduleSchedules, the Company has and its Subsidiaries have calculated and accurately paid all Taxes, fees and charges due to any Governmental Authority with respect to the employment of, or services provided by, its employees, consultants, or contractors. (e) The Company is and has been in compliance in all material respects with all applicable Laws pertaining to employment and employment practices, including all Laws relating to labor relations, independent contractor arrangements and classifications, equal employment opportunities, fair employment practices, employment discrimination, harassment, sexual harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence and unemployment insurance. (f) Since January 1, 2020, the Company has not hired, recruited or referred for a fee any Person who is not legally authorized to be employed in the country in which they are employed, or knowingly employed any Person that is not legally authorized to be employed in the country in which they are employed, or continued to employ any Person knowing such Person ceased to be legally authorized to be employed in the country in which they are employed. The Company has properly completed all reporting and verification requirements pursuant to applicable Law relating to immigration control for all of its employees. The Company has retained for each current employee the Form I-9 throughout such employee’s period of employment with the Company and has retained such documents for each former employee of the Company for a period of one (1) year from the date of termination of such employee or three (3) years from the date of hire, whichever is later. The Company has not received any notice from any Governmental Authority that the Company is in violation of any applicable Law pertaining to immigration control or that any current, former employee, agent or contractor of the Company is or was not legally authorized to be employed in the country which they are employed in or is or was using an invalid social security number (or similar foreign identification) and there is no pending, or to the Knowledge of the Company threatened, charge or complaint under the Immigration Reform and Control Act of 1986 against the Company.