Common use of Employees, ERISA and Other Compliance Clause in Contracts

Employees, ERISA and Other Compliance. (a) The Company and each Company Subsidiary is in compliance in all material respects with Applicable Law and Contracts relating to employment, discrimination in employment, terms and conditions of employment, compensation matters, worker classification (including the proper classification of employees as exempt employees and nonexempt employees under the Fair Labor Standards Act), wages, hours and occupational safety and health and employment practices, including the Immigration Reform and Control Act, and is not engaged in any unfair labor practice. The Company has withheld all material amounts required by law or by agreement to be withheld from the wages, salaries, and other payments to employees; and is not liable for any material arrears of wages, compensation, Taxes, penalties or other sums for failure to comply with any of the foregoing, in each case, that would be material to the Company and the Company Subsidiaries, taken as a whole. The Company has paid in full to all employees, independent contractors and consultants all wages, salaries, commissions, bonuses, material benefits and other compensation due to or on behalf of such employees, independent contractors and consultants, when such amounts became due and payable. The Company is not liable for any material payment to any trust or other fund or to any Governmental Authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the normal course of business and consistently with past practices). To the knowledge of the Company and each of the Company Subsidiaries, there are no pending Legal Proceedings against the Company or any of the Company Subsidiaries under any workers compensation plan or policy or for long term disability that would be material to the Company and the Company Subsidiaries, taken as a whole. There are no Legal Proceedings pending or, to the knowledge of the Company, threatened, between the Company and any of its employees, that would be material to the Company and the Company Subsidiaries, taken as a whole. To the knowledge of the Company, all employees of the Company or any of the Company Subsidiaries are legally permitted to be employed by the Company or such Company Subsidiary in the jurisdiction in which such employee is employed in their current job capacities. To the knowledge of the Company, all independent contractors providing services to the Company or any of the Company Subsidiaries have been properly classified as independent contractors for purposes of federal and applicable state Tax laws, laws applicable to employee benefits and other Applicable Law, except as would not result in a Liability that is material to the Company and the Company Subsidiaries, taken as a whole.

Employees, ERISA and Other Compliance. (a) The Company and each Company Subsidiary Each of the Seller Group Parties, in connection with any Business Employees which provide services to such Entity, is in compliance in all material respects with Applicable Law and Contracts relating to labor, employment and fair employment practices, including, without limitation, all Applicable Laws relating to, hiring, discharge and/or terms and conditions of employment, discrimination in employment, terms and conditions of employment, compensation matters, worker classification (including employee-independent contractor classification and the proper classification of employees as exempt employees and nonexempt employees under the Fair Labor Standards ActAct and applicable state or local laws), wageswages and hours, hours disability rights or benefits, equal opportunity, plant closures and layoffs, affirmative action, workers’ compensation employee leave issues, labor relations, unemployment insurance, occupational safety and health and employment practices, work visas and/or employment authorization (including the Immigration Reform and Control Act), and is not engaged in any material unfair labor practice. The Company Except as would not result in material Liability for the Targets, each member of Seller Group Parties, in connection with any Business Employees which provide services to such Entity, has withheld all material amounts required by law or by agreement to be withheld from the wages, salaries, and other payments to employees; and is not liable has no material Liability for any material arrears of wageswages or compensation that has come due and payable to any Business Employees. Except as would not result in material Liability for the Targets, compensationeach member of Seller Group Parties, Taxes, penalties or other sums for failure to comply in connection with any of the foregoingBusiness Employees which provide services to such Entity, in each case, that would be material to the Company and the Company Subsidiaries, taken as a whole. The Company has paid in full to all employees, independent contractors and consultants all wages, salaries, commissions, bonuses, material benefits and other compensation that has come due and payable to or on behalf of such employees, independent contractors and consultants. No member of Seller Group Parties, when in connection with any Business Employees which provide services to such amounts became due and payable. The Company Entity, is not liable in any material respect for any material payment to any trust or other fund or to any Governmental Authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the normal course of business and consistently with past practicespractice). To the knowledge of the Company and each of the Company Subsidiaries, there There are no pending Legal Proceedings claims against the Company or any member of the Company Subsidiaries Seller Group Parties, in connection with any Business Employees which provide services to such Entities, under any workers compensation plan or policy or for long term disability that would be material disability, other than ordinary course claims for benefits under such plans or policies. A complete list of all current Business Employees and their employer, current status (e.g., employee vs. consultant), title and/or job description, compensation (base compensation and bonuses), and legal status for purposes of eligibility to work in the Company and the Company SubsidiariesUnited States, taken as a whole. There are no Legal Proceedings pending or, to the knowledge is set forth on Schedule 3.17(a) of the Company, threatened, between the Company and any of its employees, that would be material to the Company and the Company Subsidiaries, taken as a wholeSeller Disclosure Letter. To the knowledge of the CompanySeller Group Parties, all Business Employees that are employees of the Company or any of the Company Subsidiaries are legally permitted to be employed by the Company or such Company Subsidiary in the jurisdiction in which such employee is employed in their current job capacitiescapacities under Applicable Law. To Except as would not result in material Liability for the knowledge of the CompanyTargets, all current Business Employees that are independent contractors providing services to the Company or any of the Company Subsidiaries have been properly classified as independent contractors for purposes of federal and applicable state Tax tax laws, laws applicable to employee benefits and other Applicable Law, except as would not result in a Liability that is material to the Company and the Company Subsidiaries, taken as a whole.

Employees, ERISA and Other Compliance. (a) The Company and each Company Subsidiary Each of the 3Q Companies is in compliance in all material respects with Applicable Law and Contracts relating to labor, employment and fair employment practices, including, without limitation, all Applicable Laws relating to, hiring, discharge and/or terms and conditions of employment, discrimination in employment, terms and conditions of employment, compensation matters, worker classification (including the proper classification of employees as exempt employees classification, wages and nonexempt employees under the Fair Labor Standards Act)hours, wagesdisability rights or benefits, hours equal opportunity, plant closures and layoffs, affirmative action, workers’ compensation, employee leave issues, labor relations, unemployment insurance, occupational safety and health and employment practices, work visas and/or employment authorization (including the Immigration Reform and Control Act, and is not engaged in any unfair labor practice). The Company Each of the 3Q Companies has withheld all material amounts required by law Applicable Law or by agreement to be withheld from the wages, salaries, and other payments to employees; and is not liable for any material arrears of wages, compensation, Taxestaxes, penalties or other sums for failure to comply with any of the foregoing, in each case, that would be material to . Each of the Company and the Company Subsidiaries, taken as a whole. The Company 3Q Companies has paid in full to all employees, independent contractors and consultants all wages, salaries, commissions, bonuses, material benefits and other compensation due to or on behalf of such employees, independent contractors and consultants, when such amounts became due and payable. The Company None of the 3Q Companies is not liable for any material payment to any trust or other fund fund, or to any Governmental Authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the normal course of business and consistently consistent with past practicespractice). To the knowledge of the Company and each of the Company Subsidiaries, there There are no pending Legal Proceedings claims against the Company or any of the Company Subsidiaries 3Q Companies under any workers compensation plan or policy or for long term disability that would be material to (other than routine claims for benefits by employees, beneficiaries or dependents of such employees arising in the Company and the Company Subsidiaries, taken as a wholenormal course of operation). There are no Legal Proceedings controversies pending or, to the knowledge of the Company, threatened, between any of the Company 3Q Companies and any of its employees, that which controversies have or would reasonably be material expected to the Company result in an Action. A complete list of all employees, officers, consultants and the Company Subsidiaries, taken as a whole. To the knowledge contractors of each of the Company3Q Companies and their current status (e.g., all employees employee vs. consultant), title and/or job description, compensation (base compensation and bonuses), accrued vacation, and legal status for purposes of eligibility to work in the United States is set forth on Schedule 3.17(a) of the Company or any Disclosure Letter. All employees of each of the Company Subsidiaries 3Q Companies are legally permitted to be employed by the applicable 3Q Company or such Company Subsidiary in the jurisdiction in which such employee is employed in their current job capacitiescapacities for the maximum period allowed under Applicable Law. To None of the 3Q Companies has any employment or consulting Contracts currently in effect that are not terminable at will or on 30 days or less notice without liability (other than agreements with the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). As of the date hereof, none of the 3Q Companies has, and to the knowledge of the Company, all independent contractors providing services no other Person has, (i) entered into any Contract that obligates or purports to the Company or obligate any of the Company Subsidiaries have been properly classified as independent contractors for purposes 3Q Companies or Acquirer to make an offer of federal and applicable state Tax lawsemployment to any present or former employee, laws applicable consultant or contractor of any of the 3Q Companies and/or (ii) promised or otherwise provided any assurances (contingent or otherwise) to employee benefits and other Applicable Lawany present or former employee, except as would not result in a Liability that is material to consultant or contractor of any of the Company and 3Q Companies of any terms or conditions of employment with Acquirer following the Company Subsidiaries, taken as a wholeEffective Time.