Common use of Employees; Employee Relations Clause in Contracts

Employees; Employee Relations. (a) There are no Proceedings, whether by any Governmental Authority, any current or former Employee or any other Person, against or involving any of the Company Parties pending or, to the knowledge of MHR and the Company Parties, threatened against any of the Company Parties. There are no grievances, complaints or charges that have been filed or threatened against any of the Company Parties under any dispute resolution procedure that could have a Material Adverse Effect on any of the Company Parties or the conduct of the Business, and there is no arbitration or similar proceeding pending and no claim therefor has been asserted in writing against any of the Company Parties. The Company Parties have in place all material employee policies required by Legal Requirements and, to the knowledge of MHR and the Company Parties, there have been no violations or alleged violations of any of such policies. None of the Company Parties has received notice indicating that any of its employment policies or practices are currently being audited or investigated by any Governmental Authority, and 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 of the Company Parties. Each of the Company Parties is, and at all times since the Company’s inception has been, in compliance with all applicable Legal Requirements related to employment, labor or immigration. (b) None of the Company Parties is party to or bound by any collective bargaining agreement, and no such agreement is being negotiated, applicable to any Employee, nor has any of the Company Parties agreed to recognize any union or other collective bargaining representative, nor has any union or collective bargaining representative been certified as a representative of the Employees. The Company Parties have not experienced any strikes, grievances, claims of unfair labor practices, or other collective bargaining disputes with respect to any Employee. None of the Company Parties has 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 Company Parties 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. (d) The compensation and benefits paid or provided with respect to all Employees have been reflected in the Financial Statements. 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 Company Parties to any Employee, except salaries, wages and reimbursement of expenses incurred and accrued in the ordinary course of business of the Company Parties, nor are there any loans or debts payable or owing by any such individuals to any of the Company Parties except repayment of salary advances, nor have any of the Company Parties guaranteed any of such individual’s respective loans or obligations of any Employee. (e) No material workers’ compensation claims or work related accidents involving current or former employees of any of the Company Parties have occurred since the Company’s inception.

Employees; Employee Relations. (a) There are no Proceedings, whether by any Governmental Authority, any current or former Employee or any other Person, against or involving any of Neither the Company Parties pending or, to nor its Affiliates nor the knowledge of MHR and Contributed Business nor the Company Parties, threatened against any of the Company Parties. There Contributed Assets are no grievances, complaints or charges that ever have been filed or threatened against any of the Company Parties under any dispute resolution procedure that could have a Material Adverse Effect on any of the Company Parties or the conduct of the Business, and there is no arbitration or similar proceeding pending and no claim therefor has been asserted in writing against any of the Company Parties. The Company Parties have in place all material employee policies required by Legal Requirements and, to the knowledge of MHR and the Company Parties, there have been no violations or alleged violations of any of such policies. None of the Company Parties has received notice indicating that any of its employment policies or practices are currently being audited or investigated by any Governmental Authority, and 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 of the Company Parties. Each of the Company Parties is, and at all times since the Company’s inception has been, in compliance with all applicable Legal Requirements related to employment, labor or immigration. (b) None of the Company Parties is party to or bound by any collective bargaining agreementagreement or other Contract with a labor organization or representative of employees, and no such agreement is being negotiated, negotiated or is applicable to any Business Employee, nor has the Company or any of the Company Parties its Affiliates agreed to recognize any union or other collective bargaining representative, nor has any union or collective bargaining representative been certified as a representative of any Business Employee. Neither the Employees. The Company Parties nor its Affiliates nor the Contributed Business nor the Contributed Assets have not experienced any strikes, grievances, claims of unfair labor practices, or other collective bargaining labor disputes with respect to any Business Employee. None of Neither the Company Parties nor its Affiliates has committed any unfair labor practice with respect to any Business Employee. No To the Knowledge of the S&R Parties, 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 EmployeesBusiness Employee. (cb) None No legal proceedings, charges, complaints, grievances, Claims or similar actions have been commenced with respect to present or former Business Employees under any federal, state or local Laws affecting the employment relationship, and, to the Knowledge of the S&R Parties, no proceedings, charges, complaints or Claims are threatened under any such laws or regulations and no facts or circumstances exist which would give rise to any such proceedings, charges, complaints, or Claims. Neither the Company Parties is nor its Affiliates are subject to any settlement or consent decree with any present or former Business 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 an Order with respect to the labor and employment practices (including practices relating to discrimination) of the Company with respect to present or former Business Employees. Neither the Company nor its Affiliates are a party to any Contract with the United States federal government and the Company is not a subcontractor to any contractor with the United States federal government. (dc) The compensation Section 3.18(c) of the Company Disclosure Letter sets forth a true, correct and benefits paid or provided complete list, as of the date(s) set forth therein, of all employees of the Contributed Business (the “Business Employees”). Such list accurately reflects the identity of each individual who provides services with respect to the Contributed Business or Contributed Assets. Section 3.18(c) of the Company Disclosure Letter shows each Business Employee’s name, employing entity, job title, status as exempt or non-exempt under the FLSA, original hire date, service date, bonus and other compensation paid or payable for calendar year 2013 (up to and including the Closing Date), current base salary or base wages and all other forms of compensation for which such Business Employee is eligible and details of any visa. All Business Employees are lawfully authorized to work in the United States according to United States immigration Laws. No changes in base salary, base wages or other compensation for Business Employees have been reflected in the Financial Statementsmade, promised or authorized since December 31, 2012. As of the date of this Agreement, no Business Employee is on disability or other a 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 S&R Party or any of the Company Parties their Affiliates to any Business Employee, except salaries, wages and reimbursement of expenses incurred and accrued in the ordinary course Ordinary Course of business Business of the Company Partiesin the pay period immediately preceding the date hereof, nor are there any loans or debts Debts payable or owing by any such individuals to any of the Company, nor has the Company Parties except repayment of salary advances, nor have any of the Company Parties guaranteed any of such individual’s respective loans or obligations. For the avoidance of doubt, each of the S&R Parties hereby acknowledges and agrees that all compensation and benefits relating to the period prior to the Closing Date are obligations of any Employee. (e) No material workers’ the Company and are not, and shall not be, assumed by USAC and that all wages, benefits and compensation claims or work related accidents involving current or owed to the Business Employees and all former employees have been paid or will be paid in full as of the Closing Date. There are no Contracts of employment with any of the Business Employees. The Company Parties have occurred since is not a party to any agreements or arrangements that will require USAC or any of its Affiliates to hire any Business Employee or that would restrict USAC or its Affiliates’ decisions concerning the Company’s inceptionemployment of the Business Employees.

Employees; Employee Relations. (a) There are no Proceedings, whether by any Governmental Authority, any current or former Employee or any other Person, against or involving any of Neither the Company Parties pending or, to nor its Affiliates nor the knowledge of MHR and Contributed Business nor the Company Parties, threatened against any of the Company Parties. There Contributed Assets are no grievances, complaints or charges that ever have been filed or threatened against any of the Company Parties under any dispute resolution procedure that could have a Material Adverse Effect on any of the Company Parties or the conduct of the Business, and there is no arbitration or similar proceeding pending and no claim therefor has been asserted in writing against any of the Company Parties. The Company Parties have in place all material employee policies required by Legal Requirements and, to the knowledge of MHR and the Company Parties, there have been no violations or alleged violations of any of such policies. None of the Company Parties has received notice indicating that any of its employment policies or practices are currently being audited or investigated by any Governmental Authority, and 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 of the Company Parties. Each of the Company Parties is, and at all times since the Company’s inception has been, in compliance with all applicable Legal Requirements related to employment, labor or immigration. (b) None of the Company Parties is party to or bound by any collective bargaining agreementagreement or other Contract with a labor organization or representative of employees, and no such agreement is being negotiated, negotiated or is applicable to any Business Employee, nor has the Company or any of the Company Parties its Affiliates agreed to recognize any union or other collective bargaining representative, nor has any union or collective bargaining representative been certified as a representative of any Business Employee. Neither the Employees. The Company Parties nor its Affiliates nor the Contributed Business nor the Contributed Assets have not experienced any strikes, grievances, claims of unfair labor practices, or other collective bargaining labor disputes with respect to any Business Employee. None of Neither the Company Parties nor its Affiliates has committed any unfair labor practice with respect to any Business Employee. No To the Knowledge of the S&R Parties, 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 EmployeesBusiness Employee. (cb) None No legal proceedings, charges, complaints, grievances, Claims or similar actions have been commenced with respect to present or former Business Employees under any federal, state or local Laws affecting the employment relationship, and, to the Knowledge of the S&R Parties, no proceedings, charges, complaints or Claims are threatened under any such laws or regulations and no facts or circumstances exist which would give rise to any such proceedings, charges, complaints, or Claims. Neither the Company Parties is nor its Affiliates are subject to any settlement or consent decree with any present or former Business 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 an Order with respect to the labor and employment practices (including practices relating to discrimination) of the Company with respect to present or former Business Employees. Neither the Company nor its Affiliates are a party to any Contract with the United States federal government and the Company is not a subcontractor to any contractor with the United States federal government. (dc) The compensation Section 3.18(c) of the Company Disclosure Letter sets forth a true, correct and benefits paid or provided complete list, as of the date(s) set forth therein, of all employees of the Contributed Business (the “Business Employees”). Such list accurately reflects the identity of each individual who provides services with respect to the Contributed Business or Contributed Assets. Section 3.18(c) of the Company Disclosure Letter shows each Business Employee’s name, employing entity, job title, status as exempt or non­exempt under the FLSA, original hire date, service date, bonus and other compensation paid or payable for calendar year 2013 (up to and including the Closing Date), current base salary or base wages and all other forms of compensation for which such Business Employee is eligible and details of any visa. All Business Employees are lawfully authorized to work in the United States according to United States immigration Laws. No changes in base salary, base wages or other compensation for Business Employees have been reflected in the Financial Statementsmade, promised or authorized since December 31, 2012. As of the date of this Agreement, no Business Employee is on disability or other a 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 S&R Party or any of the Company Parties their Affiliates to any Business Employee, except salaries, wages and reimbursement of expenses incurred and accrued in the ordinary course Ordinary Course of business Business of the Company Partiesin the pay period immediately preceding the date hereof, nor are there any loans or debts Debts payable or owing by any such individuals to any of the Company, nor has the Company Parties except repayment of salary advances, nor have any of the Company Parties guaranteed any of such individual’s respective loans or obligations. For the avoidance of doubt, each of the S&R Parties hereby acknowledges and agrees that all compensation and benefits relating to the period prior to the Closing Date are obligations of any Employee. (e) No material workers’ the Company and are not, and shall not be, assumed by USAC and that all wages, benefits and compensation claims or work related accidents involving current or owed to the Business Employees and all former employees have been paid or will be paid in full as of the Closing Date. There are no Contracts of employment with any of the Business Employees. The Company Parties have occurred since is not a party to any agreements or arrangements that will require USAC or any of its Affiliates to hire any Business Employee or that would restrict USAC or its Affiliates’ decisions concerning the Company’s inceptionemployment of the Business Employees.

Employees; Employee Relations. (a) There are no Proceedingsmaterial investigations, whether by any Governmental Authoritylawsuits, any current grievances, claims or former Employee charges of employment discrimination, non-compliance with labor, employment or any other Person, wage Laws or unfair labor practices against or involving any of the Company Parties pending Acquired Companies pending, or, to the knowledge of MHR and the Company PartiesSeller's Knowledge, threatened against any of the Company Parties. There are no grievances, complaints or charges that have been filed or threatened against any of the Company Parties under any dispute resolution procedure that could have a Material Adverse Effect on any of the Company Parties or the conduct of the Business, and there is no arbitration or similar proceeding pending and no claim therefor has been asserted in writing against any of the Company Parties. The Company Parties have in place all material employee policies required by Legal Requirements and, to the knowledge of MHR and the Company Parties, there have been no violations or alleged violations of any of such policiesAcquired Companies. None of the Company Parties has Acquired Companies is, nor have they received notice indicating that any of its their labor, wage or employment policies or practices are are, currently being audited subject to an audit or investigated investigation by any Governmental Authority, and 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 of the Company Parties. Each of the Company Parties isThe Acquired Companies are, and at all times since for the Company’s inception has past three (3) years have been, in compliance in all material respects with all applicable Legal Requirements Laws and Contracts related to employmentemployment and labor. Except as would not result in material Losses for any of the Acquired Companies, labor each of them has fully and timely paid all salaries, wages, wage premiums, commissions, bonuses, and other compensation that has come due and payable to its current and former employees pursuant to any applicable Contract or immigrationAcquired Company policy, and each individual who is performing or within the past three (3) years has performed services for an Acquired Company and is or was classified and treated as an independent contractor or other non-employee service provider is and was properly classified as such for all applicable purposes. (b) None of the Company Parties is The Acquired Companies are not party to or bound by any collective bargaining agreementagreement or other Contract with a labor union, and no such agreement is being negotiated, applicable nor have the Acquired Companies agreed to any Employee, nor has any of the Company Parties agreed or become obligated to recognize any union or other collective bargaining representativerepresentative as a representative of any employees, nor has any union or collective bargaining representative been certified as a representative of the Employeesany employees of an Acquired Company. The Company Parties Acquired Companies have not experienced any strikes, grievances, claims of unfair labor practices, or other collective bargaining disputes with respect to any Employeedisputes. None of the Company Parties has committed any unfair labor practice with respect to any Employee. No To Seller's Knowledge, 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 Employeesemployees of any Acquired Company and no such efforts have occurred within the past three (3) years. (c) None Within the past three (3) years, none of the Company Parties is subject to Acquired Companies has implemented any settlement or consent decree with any present or former Employee, employee representative layoffs that required notification under the Worker Adjustment and Retraining Notification Act or any Governmental Authority relating to claims of discrimination similar Law, and no such action is currently contemplated, planned or other claims in respect to employment practices and policiesannounced. (d) The compensation and benefits paid or provided with respect to all Employees have been reflected in the Financial Statements. 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 Company Parties to any Employee, except salaries, wages and reimbursement of expenses incurred and accrued in the ordinary course of business of the Company Parties, nor are there any loans or debts payable or owing by any such individuals to any of the Company Parties except repayment of salary advances, nor have any of the Company Parties guaranteed any of such individual’s respective loans or obligations of any Employee. (e) No material workers’ compensation claims or work related accidents involving current or former employees of any of the Company Parties have occurred since the Company’s inception.