Common use of Employees; Employee Relations Clause in Contracts

Employees; Employee Relations. (a) Set forth on Part 3.16(a) of the Disclosure Memorandum is a complete and accurate list of the following information: (i) the name and current annual salary (or rate of pay) and other compensation (including, without limitation, normal bonus, profit-sharing and other compensation) now payable by any Seller to each Employee or director; (ii) any increase to become effective after the date of this Agreement in the total compensation or rate of total compensation payable by any Seller to each Employee or director; and (iii) all presently outstanding loans and advances (other than routine travel advances to be repaid or formally accounted for within sixty (60) days) made by any Seller to, or made to any Seller by, each Employee or director. Since the Most Recent Audit Date, Seller has not increased the compensation of any Employee, officer or director other than in the ordinary course of business consistent with past practice and has not granted any unusual or extraordinary bonuses, benefits or other forms of direct or indirect compensation to any Employee, officer or director. (b) No Seller is a party to, nor bound by, the terms of any collective bargaining agreement, contract, letter of understanding (formal or informal) with any labor union or organization, and no Seller has ever experienced any material labor difficulties. There are no material labor disputes existing, or to the Knowledge of Company, threatened involving, by way of example, strikes, work stoppages, slowdowns, picketing, or any other interference with work or production, or any other concerted action by Employees. No grievance or other legal action arising out of any collective bargaining agreement or relationship exists, or to the Knowledge of Company, is threatened. No charges or proceedings before the National Labor Relations Board, or similar agency, exist, or to the Knowledge of Company, are threatened. (c) No Actions or Claims exist under any Laws affecting the employment relationship, and to the Actual Knowledge of Company, no Actions or Claims are threatened under any such Laws and, to the Knowledge of Company, no facts or circumstances exist which would give rise to any such Actions or Claims. No Seller is subject to any settlement or consent decree with any present or former Employee, employee representative or any Governmental Authority relating to Claims of discrimination or other Claims in respect to employment practices and policies. No Governmental Authority has issued a judgment, order, decree or finding with respect to the labor and employment practices (including practices relating to discrimination) of any Seller. No Seller has received written notice of the intent of any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to any Seller and no such investigation is in progress. Each Seller has complied with all applicable Laws relating to the employment or engagement of its Employees, including but not limited to, those relating to wages, hours, collective bargaining, unemployment insurance, workers’ compensation, discrimination and the withholding of payroll taxes. (d) No Seller has incurred any liability or obligation under the WARN Act or similar state laws.

Employees; Employee Relations. (a) Set forth on Part 3.16(aSchedule 6.09(a) of identifies for the Disclosure Memorandum is a complete and accurate list of Acquired Entities the following information: following: (i) the name and current annual salary (or rate of pay) and other compensation (including, without limitation, normal bonus, profit-sharing and other compensation) now payable by any Seller to each Employee or director; (ii) any increase to become effective after the date of this Agreement in the total compensation or rate of total compensation payable by any Seller to each Employee or director; and (iii) all presently outstanding loans and advances (other than routine travel advances to be repaid or formally accounted for within sixty (60) calendar days) made by any Seller Acquired Entity to, or made to any Seller Acquired Entity by, each Employee any partner, member, director, officer, employee or director. Since the Most Recent Audit Date, Seller has not increased the compensation Contractor of any Employee, officer or director other than in Acquired Entity; (ii) all transactions outside of the ordinary course of business consistent with past practice between any Acquired Entity and has not granted any unusual of their respective partners, members, directors, officers, employees or extraordinary bonusesContractors since December 31, benefits or other forms 2013; and (iii) the name of direct or indirect compensation to each director and officer of each Acquired Entity (including the title of any Employee, officer or directorofficer). (b) All bonuses, wages, payments, commissions, and other compensation, if any, due and payable as of the Effective Date to employees of or Contractors (or, as applicable, to the third party staffing companies or agencies through which their services have been provided) for any Acquired Entity, other than the Transaction Bonus Payment, shall have been paid in full to such employees or Contractors prior to or at Closing. (c) The compensation and benefits (including vacation benefits and any bonuses) paid or payable or provided with respect to all employees of and Contractors to each Acquired Entity have been properly reflected in the Financial Statements for the periods covered thereby. (d) No Seller labor union or representative thereof represents, claims to represent or, to the Knowledge of any Contributor, is seeking to represent any employee of or Contractor to any Acquired Entity. No Acquired Entity is a party to, nor is it bound by, the terms of any collective bargaining agreement, contract, letter of understanding (formal agreement or informal) any other Contract with any labor union or organizationrepresentative of employees or Contractors, and no Seller has ever experienced any material labor difficultiessuch agreements are being negotiated. There are no material labor disputes existingexisting or, or to the Knowledge of Companyany Contributor, threatened involving, by way of example, strikes, work stoppages, slowdowns, picketing, picketing or any other interference with work or production, or any other concerted action by Employeesemployees or Contractors. No grievance or other legal action arising out of any such collective bargaining agreement or relationship exists, or to the Knowledge of Companyany Contributor, is threatened. No charges or proceedings before the National Labor Relations Board. (e) The relationship of each Acquired Entity with its employees and Contractors, or similar agencyas a group, existis satisfactory and, or except as set forth on Schedule 6.09(e), to the Knowledge of Companyany Contributor, there are threatenedno facts which would indicate that any such employee or Contractor will not continue in his or her employment or service relationship, as applicable, following the Closing. Except as listed on Schedule 6.09(e), no Acquired Entity is (i) a party to any employment, consulting, non-compete, change in control, management, severance, termination pay or similar Contract with any Person or (ii) currently negotiating, and does not have any outstanding offer with respect to, any such agreement or matter. (cf) No Actions Except as set forth on Schedule 6.09(f), within the last three years, no legal proceedings, charges, complaints, grievances or Claims exist similar actions have been commenced with respect to any Acquired Entity under any federal, state or local Laws affecting the employment relationshiprelationship or relating to any Contractors who have provided services to any Acquired Entity, and and, to the Actual Knowledge of Companyany Contributor, no Actions proceedings, charges or Claims complaints are threatened under any such Laws and, to the Knowledge of Company, or regulations and no facts or circumstances exist which would give rise to any such Actions proceedings, charges, complaints or Claims. No Seller Except as set forth on Schedule 6.09(f), no Acquired Entity is subject to any settlement or consent decree with any present or former Employeeemployee, employee representative or other Person, including any Governmental Authority Authority, relating to Claims of discrimination or any other Claims in respect to of employment practices and policies. No Except as set forth on Schedule 6.09(f), no Governmental Authority has issued a judgment, order, decree or finding with respect to the labor and employment practices (including practices relating to discrimination) of any Seller. No Seller Acquired Entity. (g) Except as set forth on Schedule 6.09(g), each Acquired Entity is and has received written notice of the intent of any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to any Seller and no such investigation is been in progress. Each Seller has complied compliance in all material respects with all applicable Laws relating to the employment or engagement of its Employeeslabor, including but not limited toemployment and employment practices, those relating to wagesterms and conditions of employment, wages and hours, meal and rest breaks, employee leave, employee or independent contractor classification, payroll documents, record retention, equal opportunity, non-discrimination, immigration, occupational health and safety, severance, termination or discharge, collective bargaining, unemployment insurance, workers’ compensation, discrimination payment of all required social security contributions and the withholding of payroll other employment-related taxes. (d) No Seller has incurred any liability or obligation under the WARN Act or similar state laws.

Employees; Employee Relations. (a) Set forth on Part 3.16(aSchedule 6.09(a) of identifies for the Disclosure Memorandum is a complete and accurate list of Acquired Entities the following information: following: (i) the name and current annual salary (or rate of pay) and other compensation (including, without limitation, normal bonus, profit-sharing and other compensation) now payable by any Seller to each Employee or director; (ii) any increase to become effective after the date of this Agreement in the total compensation or rate of total compensation payable by any Seller to each Employee or director; and (iii) all presently outstanding loans and advances (other than routine travel advances to be repaid or formally accounted for within sixty (60) 60 days) made by any Seller Acquired Entity to, or made to any Seller Acquired Entity by, each Employee any partner, member, director, officer, employee or director. Since the Most Recent Audit Date, Seller has not increased the compensation Contractor of any Employee, officer or director other than in Acquired Entity; (ii) all transactions outside of the ordinary course of business consistent with past practice between any Acquired Entity and has not granted any unusual of their respective partners, members, directors, officers, employees or extraordinary bonusesContractors since December 31, benefits or other forms 2012; and (iii) the name of direct or indirect compensation to each director and officer of each Acquired Entity (including the title of any Employee, officer or directorofficer). (b) All bonuses, wages, payments, commissions, and other compensation, if any, due and payable as of the Effective Date to employees of or Contractors (or, as applicable, to the third party staffing companies or agencies through which their services have been provided) for any Acquired Entity shall have been paid in full to such employees or Contractors prior to Closing. (c) The compensation and benefits (including vacation benefits and any bonuses) paid or payable or provided with respect to all employees of and Contractors to each Acquired Entity have been properly reflected in the Financial Statements for the periods covered thereby. (d) No Seller labor union or representative thereof represents, claims to represent or, to the Knowledge of any MCE Party, is seeking to represent any employee of or Contractor to any Acquired Entity. No Acquired Entity is a party to, nor is it bound by, the terms of any collective bargaining agreement, contract, letter of understanding (formal agreement or informal) any other Contract with any labor union or organizationrepresentative of employees or Contractors, and no Seller has ever experienced any material labor difficultiessuch agreements are being negotiated. There are no material labor disputes existingexisting or, or to the Knowledge of Companyany MCE Party, threatened involving, by way of example, strikes, work stoppages, slowdowns, picketing, picketing or any other interference with work or production, or any other concerted action by Employeesemployees or Contractors. No grievance or other legal action arising out of any such collective bargaining agreement or relationship exists, or to the Knowledge of Companyany MCE Party, is threatened. No charges or proceedings before the National Labor Relations Board. (e) The relationship of each Acquired Entity with its employees and Contractors, or similar agencyas a group, existis satisfactory and, or except as set forth on Schedule 6.09(e), to the Knowledge of Companyany MCE Party, there are threatenedno facts which would indicate that any such employee or Contractor will not continue in his or her employment or service relationship, as applicable, following the Closing. Except as listed on Schedule 6.09(e), no Acquired Entity is (i) a party to any employment, consulting, non-compete, change in control, management, severance, termination pay or similar Contract with any Person or (ii) currently negotiating, and does not have any outstanding offer with respect to, any such agreement or matter. (cf) No Actions Except as set forth on Schedule 6.09(f), within the last three years, no legal proceedings, charges, complaints, grievances or Claims exist similar actions have been commenced with respect to any Acquired Entity under any federal, state or local Laws affecting the employment relationshiprelationship or relating to any Contractors who have provided services to any Acquired Entity, and and, to the Actual Knowledge of Companyany MCE Party, no Actions proceedings, charges or Claims complaints are threatened under any such Laws and, to the Knowledge of Company, or regulations and no facts or circumstances exist which would give rise to any such Actions proceedings, charges, complaints or Claimsclaims. No Seller Acquired Entity is subject to any settlement or consent decree with any present or former Employeeemployee, employee representative or other Person, including any Governmental Authority Authority, relating to Claims claims of discrimination or any other Claims claims in respect to of employment practices and policies. No Governmental Authority has issued a judgment, order, decree or finding with respect to the labor and employment practices (including practices relating to discrimination) of any Seller. No Seller Acquired Entity. (g) Except as set forth on Schedule 6.09(g), each Acquired Entity is and has received written notice of the intent of any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to any Seller and no such investigation is been in progress. Each Seller has complied compliance in all material respects with all applicable Laws relating to the employment or engagement of its Employeeslabor, including but not limited toemployment and employment practices, those relating to wagesterms and conditions of employment, wages and hours, meal and rest breaks, employee leave, employee or independent contractor classification, payroll documents, record retention, equal opportunity, non-discrimination, immigration, occupational health and safety, severance, termination or discharge, collective bargaining, unemployment insurance, workers’ compensation, discrimination payment of all required social security contributions and the withholding of payroll other employment-related taxes. (d) No Seller has incurred any liability or obligation under the WARN Act or similar state laws.

Employees; Employee Relations. (a) Set forth on Part 3.16(aSchedule 6.22(a) identifies for each Company Group Member the following: (1) the name, job title, original hire date, service date, bonus, if any, paid for calendar years 2011 and 2012, accrued and unused vacation as of the Disclosure Memorandum is a complete and accurate list date of the following information: (i) the name this Agreement, and current annual salary (or rate of pay) of each Conveyed Business Employee and other compensation (including, without limitation, normal bonus, profit-sharing sharing, pension benefits and other compensation) now payable by any Seller to each Conveyed Business Employee or director; and individual independent contractors; (ii2) any increase in the last twelve (12) months or to become effective after the date of this Agreement in the total compensation or rate of total compensation (including, without limitation, normal bonus, profit-sharing, pension benefits and other compensation) payable by any Seller to each Employee or director; and Conveyed Business Employee; (iii3) all presently outstanding loans and advances (other than routine travel advances to be repaid or formally accounted for within sixty (60) days) made by any Seller Company Group Member to, or made to any Seller Company Group Member by, each any director, officer, Conveyed Business Employee or director. Since the Most Recent Audit Date, Seller has not increased the compensation independent contractor of any EmployeeCompany Group Member; (4) all transactions outside of the Ordinary Course of Business between any Company Group Member and any director, officer, Conveyed Business Employee or independent contractor thereof since February 1, 2013; and (5) the name of each director and officer or director other than in (including the ordinary course title of business consistent with past practice and has not granted any unusual or extraordinary bonuses, benefits or other forms of direct or indirect compensation to any Employee, officer or directorofficer). (b) No Seller Except as set forth on Schedule 6.22(b) or to the extent accrued as a current liability on the Interim Balance Sheet, all bonuses, if any, due and payable as of the Closing Date to any Conveyed Business Employee have been paid in full to such employees prior to Closing or will be accrued as a liability on the Closing Date Balance Sheet. Except as set forth on Schedule 6.22(b), the compensation and benefits (including vacation benefits) paid or provided with respect to all Conveyed Business Employees have been reflected in the Financial Statements for the periods covered thereby. Except as set forth on Schedule 6.22(b), as of the date of this Agreement, no current or former employee of the Company Group is on a disability leave of absence, is receiving disability benefits, or is in an elimination or other waiting period with respect to his or her receipt of disability benefits. (c) Except as disclosed on Schedule 6.22(c), no Company Group Member is a party to, nor or is bound by, the terms of any collective bargaining agreement, contract, letter of understanding (formal agreement or informal) any other Contract with any labor union or organizationrepresentative of employees, and no Seller has ever experienced any material labor difficultiessuch agreements are being negotiated. There Except as set forth on Schedule 6.22(c), there are no material labor disputes existingexisting or, or to the Knowledge of Companythe Sellers, threatened involving, by way of example, strikes, work stoppages, slowdowns, picketing, or any other interference with work or production, or any other concerted action by Employees. No grievance or other legal action arising out of any collective bargaining agreement or relationship exists, or to the Knowledge of Company, is threatened. No charges or proceedings before the National Labor Relations Board, or similar agency, exist, or to the Knowledge of Company, are threatened. (c) No Actions or Claims exist under any Laws affecting the employment relationshipemployees, and to no Company Group Members have experienced any material labor difficulties or disputes during the Actual Knowledge of Company, no Actions or Claims are threatened under any such Laws and, to the Knowledge of Company, no facts or circumstances exist which would give rise to any such Actions or Claims. No Seller is subject to any settlement or consent decree with any present or former Employee, employee representative or any Governmental Authority relating to Claims of discrimination or other Claims in respect to employment practices and policies. No Governmental Authority has issued a judgment, order, decree or finding with respect to the labor and employment practices (including practices relating to discrimination) of any Seller. No Seller has received written notice of the intent of any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to any Seller and no such investigation is in progress. Each Seller has complied with all applicable Laws relating to the employment or engagement of its Employees, including but not limited to, those relating to wages, hours, collective bargaining, unemployment insurance, workers’ compensation, discrimination and the withholding of payroll taxes. (d) No Seller has incurred any liability or obligation under the WARN Act or similar state laws.last five

Employees; Employee Relations. (a) Set forth on Part 3.16(aSchedule 2.24(a) of the Disclosure Memorandum is a complete and accurate list of the following information: Letter identifies for each employee who provides services to any Company Group entity, his or her (i) name, job title, employing entity, original hire date, service date and status as exempt or non-exempt under the name FLSA and any other applicable Legal Requirement, (ii) current annual annualized salary (or rate of pay) and other compensation (includingincluding bonus, without limitation, normal bonusadditional forms of pay, profit-sharing sharing, pension benefits and other compensationcompensation for which he or she is eligible) now paid during 2019 and paid or payable by any Seller for 2020 to each Employee or director; (ii) any increase to become effective after the date of this Agreement in the total compensation or rate of total compensation payable by any Seller to each Employee or director; and such Person, (iii) all presently outstanding loans leave status (including type of leave, duration of leave and advances expected return date) and (other than routine travel advances to be repaid or formally accounted for within sixty (60iv) days) made by any Seller to, or made to any Seller by, each Employee or director. Since the Most Recent Audit Date, Seller has not increased the compensation details of any Employee, officer or director other than in the ordinary course of business consistent with past practice and has not granted any unusual or extraordinary bonuses, benefits or other forms of direct or indirect compensation to any Employee, officer or directorapplicable visa. (b) No Seller Those individuals set forth on Schedule 2.24(a) of the Disclosure Letter represent the entirety of the individuals who are employed or otherwise engaged in conjunction with the Business. Except as accrued as a current Liability on the Company Group Interim Balance Sheet, all wages, bonuses and other compensation, if any, due and payable as of the Closing Date to all present and former employees and contractors of any Company Group Entity have been paid in full, or will be paid in full, to such employees and contractors prior to the Closing Date. The compensation and benefits (including vacation and other paid time off benefits) paid, payable or provided with respect to all employees and contractors of any Company Group Entity have been reflected in the Company Group Financial Statements for the periods covered thereby. (c) Except as set forth on Schedule 2.24(c) of the Disclosure Letter, no Company Group entity is a party to, nor has it ever been bound by, the terms of any collective bargaining agreement, contract, letter of understanding (formal agreement or informal) any other Contract with any labor union or organizationrepresentative of employees, and no Seller has ever experienced any material such agreements are being negotiated. Except as set forth on Schedule 2.24(c) of the Disclosure Letter no labor difficulties. There are no material labor disputes existingunion or representative thereof claims to or, or to the Knowledge of Company, threatened involving, by way of example, strikes, work stoppages, slowdowns, picketing, or any other interference with work or production, or any other concerted action by Employees. No grievance or other legal action arising out of any collective bargaining agreement or relationship exists, or to the Knowledge of CompanyXxxxxxxx, is threatened. No charges or proceedings before the National Labor Relations Board, or similar agency, exist, or seeking to the Knowledge of Company, are threatenedrepresent any such employees. (cd) No Actions Except as set forth on Schedule 2.24(d) of the Disclosure Letter, no Company Group Entity has entered into, and is bound by any severance, retention, bonus, change of control, termination pay or Claims exist similar Contract with any Person, either express or implied, and no Company Group Entity is currently negotiating, and it does not have any outstanding offer with respect to, any such agreement or matter. (e) Except as set forth on Schedule 2.24(e) of the Disclosure Letter, no legal proceedings, charges, complaints, grievances, investigations or similar actions have been commenced with respect to any Company Group Entity under any Laws Legal Requirement affecting or relating to the employment relationship, and to the Actual Knowledge of Companyno proceedings, no Actions charges, complaints, grievances, investigations, audits or Claims are threatened under any such Laws andsimilar actions are, to the Knowledge of CompanyXxxxxxxx, threatened under any such Legal Requirement and no facts or circumstances exist which would could give rise to any such Actions proceedings, charges, complaints, grievances, investigations or Claimssimilar actions. No Seller is subject to any settlement or consent decree with any present or former EmployeeExcept as set forth on Schedule 2.24(e) of the Disclosure Letter, employee representative or any Governmental Authority relating to Claims of discrimination or other Claims in respect to employment practices and policies. No no Governmental Authority has issued a judgment, order, decree Judgment or finding with respect to the labor and employment practices (including practices relating to discrimination, wage payments, recordkeeping, employee classification and immigration) of any Seller. No Seller Company Group Entity.. (f) To the Knowledge of Xxxxxxxx, each Company Group Entity is, and since the date of its formation has received written notice of the intent of been, in compliance with any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to any Seller and no such investigation is in progress. Each Seller has complied with all applicable Laws Legal Requirement relating to the employment or engagement of its Employeeslabor, including but not limited tolabor and employment practices, those relating terms and conditions of employment, wages and hours. No Company Group Entity is in violation of any Legal Requirement concerning retention or classification of independent contractors. Each employee and contractor of each Company Group Entity is lawfully authorized to wages, hours, collective bargaining, unemployment insurance, workers’ compensation, discrimination and work in the withholding of payroll taxesUnited States. (d) No Seller has incurred any liability or obligation under the WARN Act or similar state laws.

Employees; Employee Relations. (a) Set Schedule 2.16 sets forth on Part 3.16(a) of the Disclosure Memorandum is a complete and accurate list of the following information: (i) the name and current annual salary (or rate of pay) and other compensation (including, without limitation, normal bonus, profit-sharing and other compensation) now payable by any Seller to each Employee director, officer, employee, independent contractor or director; consultant of Seller, (ii) any increase to become effective after the date of this Agreement in the total compensation or rate of total compensation payable by any Seller to each Employee or director; and such person, (iii) all presently outstanding loans and advances (other than routine travel advances to be repaid or formally accounted for within sixty (60) days) made by any Seller to, or made to any Seller by, each Employee any director, officer, employee, independent contractor or consultant of Seller, (iv) all other transactions between Seller and any of its or Parent’s directors, officers or employees since January 1, 2010, resulting in aggregate payments to such person in excess of $10,000 during such period, (v) all accrued but unpaid vacation pay owing to any director, officer, employee, independent contractor or consultant of Seller which is not disclosed on the Recent Balance Sheet and (vi) any current employment or consulting agreements that Seller is a party to with any director, officer, employee, independent contractor or consultant. Since the Most Recent Audit Date, Seller has not increased properly classified individuals providing services to Seller as independent contractors or employees, as the compensation case may be, and all such Persons have been treated in accordance with applicable laws for purposes of all Employee Benefit Plans and perquisites. Except as set forth on Schedule 2.16, each employee of Seller is terminable at will, and there are no employment agreements, independent contractor agreements, severance agreements, change of control agreements, non-competition agreements or similar agreements between any Employee, officer of such employees and Seller or director other than in the ordinary course of business consistent with past practice and has not granted any unusual or extraordinary bonuses, benefits or other forms of direct or indirect compensation to any Employee, officer or directorAffiliates thereof. (b) No Except as disclosed on Schedule 2.16, Seller is not a party to, nor bound by, the terms of any collective bargaining agreement, contract, letter of understanding (formal or informal) with any labor union or organization, and no Seller has ever never experienced any material labor difficulties. There are no material and during the three (3) year period prior to the date hereof have not been any labor disputes existingdisputes, labor strikes, work stoppages or lockouts, or to the Knowledge of CompanySeller, threatened involving, by way of example, strikes, work stoppages, slowdowns, picketing, or any other interference with work or production, or any other concerted action by Employees. No grievance or other legal action arising out of any collective bargaining agreement or relationship exists, or to the Knowledge of CompanySeller, is threatened. No charges or proceedings before the National Labor Relations Board, or similar agencyGovernmental Authority, exist, or to the Knowledge of CompanySeller, are threatened. (c) To Seller’s Knowledge, Seller’s relationship with its employees is good. No Actions legal proceedings, charges, complaints, or Claims similar actions exist under any Laws affecting the employment relationship, and to the Actual Knowledge of CompanySeller, no Actions proceedings, charges, or Claims complaints are threatened under any such Laws and, Laws. Seller is not nor during the three (3) years prior to the Knowledge of Companydate hereof has been, no facts or circumstances exist which would give rise to any such Actions or Claims. No Seller is subject to any settlement or consent decree with any present or former Employeeemployee, employee representative or any Governmental Authority relating to Claims claims of discrimination or other Claims claims in respect to employment practices and policies. No policies (including involving harassment, retaliation, or wage and hour violations, unfair labor practices or strikes, slowdowns, stoppages of work, or any other concerted interference with normal operations); no Governmental Authority has issued a judgment, order, decree or finding an Order with respect to the labor and employment practices (including practices relating to discrimination) of any Seller. No Seller has not received written notice of the intent of any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to any Seller and and, to Seller’s Knowledge, no such investigation is in progress. Each Seller has complied in all material respects with all applicable Laws relating to the Seller’s employment or engagement of its Employeesemployees, including but not limited to, those relating to wages, hours, collective bargaining, unemployment insurance, workers’ compensation, discrimination and the withholding of payroll taxes. (d) No Prior to the Closing, Seller has incurred not engaged in any liability plant closing or employee layoff activities since the date of the Recent Balance Sheet that would violate or give rise to an obligation to provide any notice required pursuant to the Worker Adjustment Retraining and Notification Act of 1988, as amended (the “WARN Act”), or any similar state or local plant closing or mass layoff statute, rule or regulation, and no layoffs that could require notice under such laws or regulations are currently contemplated or have been effected within the past six (6) months. During the preceding 180 days, no employee of Seller has suffered an “employment loss” as defined in the WARN Act. Seller is not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses, severance, termination pay, consulting fees or other direct compensation or remuneration for any services performed therefor or amounts required to be reimbursed to such employees. Seller is, and has been, in compliance in all material respects with the requirements of the Immigration Reform Control Act of 1986. Seller does not have a policy, practice, plan or similar state lawsprogram of paying severance pay or any written form of severance compensation in connection with the termination of employment. Seller has not received written notice of pending or threatened changes with respect to the employment status of (including resignation of) any officer or key employee or key supervisory personnel of such Person.

Employees; Employee Relations. (a) Set Schedule 3.20 sets forth as of the dates set forth on Part 3.16(a) of the Disclosure Memorandum is a complete and accurate list of the following information: such schedule (i) the name and current annual salary (or rate of pay) and other compensation (including, without limitation, normal bonus, profit-sharing and other compensation) now payable by the Company or any Seller of the Retained Subsidiaries to each Employee employee (which for all purposes shall include employees leased by the Company or director; any Retained Subsidiaries from a third party) and all incentive or bonus payments paid to all such employees by the Company or the Retained Subsidiaries for each of 2002 and 2003 along with any such bonus or incentive payments accrued in 2004 to the date hereof, (ii) any increase to become effective after the date of this Agreement in the total compensation or rate of total compensation payable by the Company or any Seller of the Retained Subsidiaries to each Employee or director; and such person, (iii) any increase to become payable after the date of this Agreement by the Company or any of the Retained Subsidiaries to employees other than those specified in clause (i) of this SECTION 3.20(a), (iv) all presently outstanding loans and advances (other than routine travel advances to be repaid or formally accounted for within sixty (60) days) made by the Company or any Seller of the Retained Subsidiaries to, or made to the Company or any Seller of the Retained Subsidiaries by, each Employee or any director. Since the Most Recent Audit Date, Seller has not increased the compensation of any Employee, officer or director other than in the ordinary course of business consistent with past practice and has not granted any unusual or extraordinary bonusesemployee, benefits or other forms of direct or indirect compensation (v) all accrued but unpaid vacation pay owing to any Employee, officer or directoremployee that is not disclosed on the Financial Statements, and (vi) any relative of any of the Members (whether by blood, marriage or adoption) employed by the Company or any of the Retained Subsidiaries and the position and salary and other compensation payable thereto. (b) No Seller Except as disclosed on Schedule 3.20, neither the Company nor any of the Retained Subsidiaries is a party to, nor or bound by, the terms of any collective bargaining agreement, contractand neither the Company nor any of the Retained Subsidiaries has experienced any material labor difficulties during the last five (5) years and, letter during the last five (5) years, none of understanding (formal the employees of the Company or informal) with any of the Retained Subsidiaries has been represented by any labor union or other employee collective bargaining organization, and no Seller was a party to, or bound by, any labor or other collective bargaining agreement or has ever experienced been subject to or involved in or, to the Knowledge of the Company, threatened with, any material labor difficultiesunion elections, petitions or other organizational or recruiting activities. There Except as set forth on Schedule 3.20, there are no material labor disputes existing, or to the Knowledge of the Company, threatened involving, by way of example, strikes, work stoppages, slowdowns, picketing, or any other interference with work or production, or any other concerted action by Employees. No grievance or other legal action arising out of any collective bargaining agreement or relationship exists, or to the Knowledge of Company, is threatenedemployees. No charges or proceedings before the National Labor Relations Board, or similar agency, exist, or to the Knowledge of the Company, are threatened. (c) The Company believes that the relationships enjoyed by the Company and the Retained Subsidiaries with their employees in general are good and the Company does not have any Knowledge that any Key Employee does not plan, at this time, to continue in the employ thereof following the Closing on a basis similar to that existing on the date of this Agreement. Except as disclosed on Schedule 3.20, neither the Company nor any of the Retained Subsidiaries is a party to any employment contract with any individual or employee, either express or implied. No Actions legal proceedings, charges, complaints or Claims exist similar actions are pending or, to the Knowledge of the Company, are threatened under any Laws federal, state or local laws affecting the employment relationshiprelationship including, but not limited to: (i) anti-discrimination statutes such as Title VII of the Civil Rights Act of 1964, as amended (or similar state or local laws prohibiting discrimination because of race, sex, religion, national origin, age and the like); (ii) the Fair Labor Standards Act or other federal, state or local laws regulating hours of work, wages, overtime and other working conditions; (iii) requirements imposed by federal, state or local governmental contracts; (iv) state laws with respect to tortious employment conduct, such as slander, harassment, false light, invasion of privacy, negligent hiring or retention, intentional infliction of emotional distress, assault and battery, or loss of consortium; or (v) the Occupational Safety and Health Act, as amended, as well as any similar state laws, or other regulations respecting safety in the workplace; and to the Actual Knowledge of the Company, no Actions proceedings, charges, or Claims complaints are threatened under any such Laws and, to the Knowledge of Company, laws or regulations and no facts or circumstances exist which that would give rise to any such Actions proceedings, charges, complaints, or Claimsclaims, whether valid or not. No Seller Neither the Company nor any of the Retained Subsidiaries is subject to any settlement or consent decree with any present or former Employeeemployee, employee representative or any Governmental Authority Entity relating to Claims claims of discrimination or other Claims claims in respect to employment practices and policies. No ; and no government or Governmental Authority Entity has issued a judgment, order, decree or finding with respect to the labor and employment practices (including practices relating to discrimination) of the Company or any Sellerof the Retained Subsidiaries. No Seller The Company has received written notice properly executed releases from each employee terminated as a part of workforce reduction program in January of 2004 in the intent form of any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to any Seller and no such investigation is in progress. Each Seller has complied with all applicable Laws relating release provided to the employment or engagement of its Employees, including but not limited to, those relating to wages, hours, collective bargaining, unemployment insurance, workers’ compensation, discrimination and the withholding of payroll taxesPurchaser. (d) No Seller has incurred any liability or obligation under The Company and the WARN Act or similar state lawsRetained Subsidiaries are in compliance in all material respects with the provisions of the Americans with Disabilities Act.

Employees; Employee Relations. The Eureka Parties do not have any employees. Each Eureka Party is, and at all times since such Eureka Party’s inception has been, in compliance in all material respects with all applicable Laws related to its employment and engagement of employees, independent contractors and consultants. With respect to the Employees: (a) Set forth on Part 3.16(a) There are no Proceedings, whether by any Governmental Authority, any Employee or former employee or any other Person, against or involving any of the Disclosure Memorandum is a complete Eureka Parties, MHR or any of their respective Affiliates pending or, to the Knowledge of MHR and accurate list the Eureka Parties, threatened against any of the following information: (i) the name and current annual salary (Eureka Parties, MHR or rate any of pay) and other compensation (including, without limitation, normal bonus, profit-sharing and other compensation) now payable by any Seller to each Employee or director; (ii) any increase to become effective after the date of this Agreement in the total compensation or rate of total compensation payable by any Seller to each Employee or director; and (iii) all presently outstanding loans and advances (other than routine travel advances to be repaid or formally accounted for within sixty (60) days) made by any Seller to, or made to any Seller by, each Employee or director. Since the Most Recent Audit Date, Seller has not increased the compensation of any Employee, officer or director other than in the ordinary course of business consistent with past practice and has not granted any unusual or extraordinary bonuses, benefits or other forms of direct or indirect compensation to any Employee, officer or director. (b) No Seller is a party to, nor bound by, the terms of any collective bargaining agreement, contract, letter of understanding (formal or informal) with any labor union or organization, and no Seller has ever experienced any material labor difficultiestheir respective Affiliates. There are no material labor disputes existinggrievances, complaints or to charges that have been filed or threatened against any of the Knowledge of CompanyEureka Parties, threatened involving, by way of example, strikes, work stoppages, slowdowns, picketing, MHR or any other interference with work or productionof their respective Affiliates under any dispute resolution procedure that could have a Material Adverse Effect on any of the Eureka Parties, MHR or any other concerted action by Employees. No grievance of their respective Affiliates or other legal action arising out the conduct of any collective bargaining agreement or relationship existsthe Business, or to the Knowledge of Company, and there is threatened. No charges or proceedings before the National Labor Relations Board, no arbitration or similar agencyproceeding pending and no claim therefor has been asserted in writing against any of the Eureka Parties, exist, MHR or to the Knowledge any of Company, are threatened. (c) No Actions or Claims exist under any Laws affecting the employment relationship, their respective Affiliates. MHR and to the Actual Knowledge of Company, no Actions or Claims are threatened under any such its Affiliates have in place all material employee policies required by Laws and, to the Knowledge of CompanyMHR and the Eureka Parties, there have been no facts violations or circumstances exist which would give rise to alleged violations of any of such Actions policies. Neither MHR nor any of its Affiliates has received notice indicating that any of its employment policies or Claims. No Seller is subject to any settlement practices are currently being audited or consent decree with any present or former Employee, employee representative or investigated by any Governmental Authority relating to Claims of discrimination or other Claims in respect to employment practices Authority, and policies. No no Governmental Authority has issued a judgment, order, decree or finding with respect to the labor and employment practices (including practices relating to discrimination) of any Sellerof MHR or any of its Affiliates. No Seller MHR and each of its Affiliates is, and at all times since the Company’s inception has received written notice of the intent of any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to any Seller and no such investigation is been, in progress. Each Seller has complied compliance with all applicable Laws related to employment and labor, including all such Laws relating to employment practices, payment of wages and immigration. (b) None of the employment Eureka Parties, MHR or engagement any of its their respective Affiliates is a party to or bound by any collective bargaining agreement or other contract with a labor union and no such agreement is being negotiated or is applicable to any Employee, nor have any of the Eureka Parties, MHR or any of their respective Affiliates agreed to recognize any labor union or other collective bargaining representative, nor has any labor union or collective bargaining representative been certified as a representative of any Employees. None of the Eureka Parties, including but not limited toMHR or any of their respective Affiliates have experienced any strikes, those grievances, claims of unfair labor practices, or other collective bargaining disputes with respect to any Employee. None of the Eureka Parties, MHR or any of their respective Affiliates have committed any unfair labor practice with respect to any Employee. No organizational efforts are presently being made or threatened, or have been made or threatened during the three years prior to the Closing, by or on behalf of any labor union with respect to any Employees. (c) None of the Eureka Parties, MHR or any of their respective Affiliates are subject to any settlement or consent decree with any Employee or former employee, employee representative or any Governmental Authority relating to wages, hours, collective bargaining, unemployment insurance, workers’ compensation, claims of discrimination or other claims in respect to employment practices and the withholding of payroll taxespolicies. (d) The compensation and benefits paid or provided with respect to all Employees and all other employees and independent contractors and consultants who provide or have provided services to the Eureka Parties have, with respect to such services, been reflected in the Eureka Financial Statements for the periods covered thereby. As of the date of this Agreement, no Employee is on disability or other leave of absence, is receiving disability benefits, or is in an elimination or other waiting period with respect to his or her receipt of disability benefits. There are no loans or other obligations payable or owing by any of the Eureka Parties, MHR or any of their respective Affiliates to any Employee or former employee, except salaries, wages and reimbursement of expenses for the pay period immediately preceding the date hereof incurred and accrued in the ordinary course of business of the Eureka Parties, MHR and their respective Affiliates nor are there any loans or debts payable or owing by any such individuals to any of the Eureka Parties, MHR or any of their respective Affiliates except repayment of salary advances, nor have any of the Eureka Parties, MHR or any of their respective Affiliates guaranteed any of such individual’s respective loans or obligations of any Employee. (e) No Seller has incurred any liability material workers’ compensation claims or obligation under work-related accidents involving current or former Employees have occurred since the WARN Act or similar state lawsCompany’s inception.

Employees; Employee Relations. (a) Set Schedule 4.14 sets forth on Part 3.16(a) of the Disclosure Memorandum is a complete and accurate list of the following information: (i) the name and current annual salary (or rate of pay) and other compensation (including, without limitation, normal bonus, profit-sharing and other compensation) now payable by any Seller to each Employee or director; Transferring Employee, (ii) any increase to become effective after the date of this Agreement in the total compensation or rate of total compensation payable by any Seller to each Employee or director; such person, and (iii) all presently outstanding loans and advances (other than routine travel advances to be repaid or formally accounted for within sixty (60) days) made by any Seller to, or made accrued but unpaid vacation pay owing to any Seller by, each Employee or director. Since the Most Recent Audit Date, Seller has not increased the compensation of any Transferring Employee, officer or director other than in the ordinary course of business consistent with past practice and has not granted any unusual or extraordinary bonuses, benefits or other forms of direct or indirect compensation to any Employee, officer or director. (b) No Seller is not a party to, nor or bound by, the terms of any collective bargaining agreementagreement that covers any Transferring Employee. Except as set forth on Schedule 4.14, contract, letter of understanding (formal or informal) with any labor union or organization, and no Seller has ever experienced any material labor difficulties. There there are no material labor disputes existingexisting or, or to the Knowledge best knowledge of CompanySeller, threatened involvingthat involve, by way of example, strikes, work stoppages, slowdowns, picketing, or any other interference with work or production, or any other concerted action by employees that involve any of the Transferring Employees. No grievance or other legal action arising out of any collective bargaining agreement or relationship exists, or to the Knowledge of Company, is threatened. No charges or proceedings before the National Labor Relations Board, or similar agency, existexist or, or to the Knowledge best knowledge of CompanySeller, are threatenedthreatened that relate to the Business. To the Seller's Knowledge, there are no attempts being made to organize any employees presently employed in the Business nor have any employees left or been fired who were attempting to organize the employees. To Seller's Knowledge, all of the Transferring Employees will continue to be available on substantially the same terms and conditions to the Purchaser following Closing. (c) Except as disclosed on Schedule 4.14, Seller is not a party to any employment agreement or other agreement with any Transferring Employee. No Actions or Claims exist have been commenced nor to the Seller's Knowledge are threatened against Seller by any employee of Seller concerning such employee's work with the Business under any Laws affecting federal, state or local laws in respect of the employment relationshiprelationship of such employee or the independent contractor relationship of any contractor or consultant, including, but not limited to, Actions under: (i) anti-discrimination statutes such as Title VII of the Civil Rights Act of 1964, as amended (or similar state or local laws prohibiting discrimination because of race, sex, religion, national origin, age and the like); (ii) the Fair Labor Standards Act or other federal, state or local laws regulating hours of work, wages, overtime and other working conditions; (iii) requirements imposed by federal, state or local Governing contracts such as those imposed by Executive Order 11246; (iv) state laws with respect to tortious employment conduct, such as slander, harassment, false light, invasion of privacy, negligent hiring or retention, intentional infliction of emotional distress, assault and battery, or loss of consortium; (v) the Actual Knowledge of CompanyOccupational Safety and Health Act, no Actions as amended, as well as any similar state laws, or Claims are threatened under other regulations respecting safety in the workplace; or (vi) any such Laws andstate or federal statutes, to the Knowledge of Company, no facts rules or circumstances exist which would give rise to any such Actions or Claimsregulations classifying persons as employees rather than independent contractors. No Seller is not subject to any settlement or consent decree with any present or former Employeeemployee, employee representative or any Governmental Governing Authority relating to Claims claims of discrimination or other Claims claims in respect to employment practices and policies. No Governmental ; and no Governing Authority has issued a judgment, order, decree or finding with respect to the labor and employment practices (including practices relating to discrimination) of any Seller. No Seller has received written notice of involving the intent of any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to any Seller and no such investigation is in progress. Each Seller has complied with all applicable Laws relating to the employment or engagement of its Employees, including but not limited to, those relating to wages, hours, collective bargaining, unemployment insurance, workers’ compensation, discrimination and the withholding of payroll taxesBusiness. (d) No Since December 7, 1999, Seller has not incurred any liability or obligation under the WARN Act or similar state laws. (e) The Seller does not owe any wages, salaries or bonuses to Transferring Employees for services rendered prior to the Closing Date that are not Assumed Employee Expenses and no claims have been made for any such amount by any Transferring Employee.

Employees; Employee Relations. (a) Set Schedule 4.14 sets forth on Part 3.16(a) of the Disclosure Memorandum is a complete and accurate list of the following information: (i) the name and name, current annual salary (or rate of pay) and other compensation (including, without limitation, including normal bonus, commission, profit-sharing and other compensation) now payable by any Seller to each Employee or director; employee of Seller employed at the Business (a “Division Employee”), and amount and date of last raise for each Division Employee, (ii) any increase to become effective after the date of this Agreement in the total compensation or rate of total compensation payable by any Seller to each Division Employee or director; and (iii) all presently outstanding loans and advances (other than routine travel advances to be repaid or formally accounted for within sixty (60) days) made by any Seller to, or made to any Seller by, each Employee or director. Since the Most Recent Audit Date, Seller has not increased the compensation of any Division Employee, officer or director (iv) all other transactions between Seller and any Division Employee since January 1, 2019, resulting in aggregate payments to such Person in excess of $10,000 during such period (other than in the ordinary course of business consistent with past practice and has not granted any unusual or extraordinary bonuses, benefits or other forms of direct or indirect compensation payments made pursuant to any Employee Benefit Plan), and (v) all accrued but unpaid vacation pay owing to any Division Employee, officer or director. (b) No With respect to the Business, Seller is not a party to, nor or bound by, the terms of any collective bargaining agreement, contract, contract or letter of understanding (formal or informal) with any labor union or organization, and no Seller has ever not experienced any material labor difficulties. There are no material labor disputes existing, or work stoppages with respect to the Knowledge of Company, threatened involving, by way of example, strikes, work stoppages, slowdowns, picketing, Business or any other interference with work or production, or any other concerted action by Division Employees. No grievance or other legal action arising out of any collective bargaining agreement or relationship exists, or to the Knowledge of Company, is threatened. No charges or proceedings before the National Labor Relations Board, or similar agency, exist, or to the Knowledge of Company, are threatened. (c) No Actions or Claims exist under any Laws affecting the employment relationshipSeller is, and to the Actual Knowledge of Companyat all times has been, no Actions or Claims are threatened under any such Laws and, to the Knowledge of Company, no facts or circumstances exist which would give rise to any such Actions or Claims. No Seller is subject to any settlement or consent decree with any present or former Employee, employee representative or any Governmental Authority relating to Claims of discrimination or other Claims in respect to employment practices and policies. No Governmental Authority has issued a judgment, order, decree or finding with respect to the labor and employment practices (including practices relating to discrimination) of any Seller. No Seller has received written notice of the intent of any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to any Seller and no such investigation is compliance in progress. Each Seller has complied all material respects with all applicable Laws relating to immigration or the verification of immigration/employment or engagement of its Employeesstatus, including but not limited to, those relating to wages, hours, collective bargaining, unemployment insurance, workers’ compensation, discrimination the IRCA and the withholding of payroll taxesImmigration and Nationality Act, as amended, with respect to Division Employees. (d) No Seller has incurred any liability or obligation under the WARN Act or similar state laws.