Common use of Employees; Independent Contractors Clause in Contracts

Employees; Independent Contractors. Set forth on Schedule 3.1.20 are the names and titles of all personnel employed by the Seller (“Employees”), including rates of remuneration, positions held and date of commencement of employment. Except as set forth on Schedule 3.1.20, the Seller does not have any liability in respect of former employees (or their dependents). Buyer shall neither assume any liability under any employee benefits prior to the Closing, nor be construed as the sponsor or administrator of such employee benefits prior to the Closing. Also set forth on Schedule 3.1.20 hereto is a complete list of all independent contractors, subcontractors, and agents (“Independent Contractors”) which are presently engaged by the Seller and an indication of which, if any, of such Independent Contractors cannot be terminated by the Seller on thirty (30) days’ notice or less, without penalty. To the Knowledge of the Seller, no Employee or Independent Contractor has been in violation of any term of any employment contract, independent contractor agreement, non-disclosure agreement, non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such Person to be employed or retained by the Seller because of the nature of the business conducted or presently proposed to be conducted by the Seller. To the Knowledge of the Seller, no other Employee or Independent Contractor is or has ever been in violation of any term of any employment contract, independent contractor agreement, non-disclosure agreement, non-competition agreement or restrictive covenant relating to the Business, except for such violations which have been cured prior to the date hereof. 3.1.20.1 As of the date hereof, no Employee or Independent Contractor working with respect to the Business has given notice to the Seller, nor does the Seller otherwise have any Knowledge, that any such Person intends to terminate his or her employment or independent contractor relationship with the Seller. The Seller is in compliance with all Laws concerning the classification of employees and independent contractors and has properly classified all such persons for all purposes and under all applicable Laws. 3.1.20.2 The Seller (i) is, and has at all times been, in compliance with all applicable Laws respecting employment, employment practices, terms and conditions of employment and wages and hours; (ii) has withheld and reported all amounts required by Law or by agreement to be withheld and reported from the wages, salaries and other payments to employees; (iii) is not liable for any arrears of wages or any taxes or any penalty for failure to comply with any of the foregoing; and (iv) is not liable for any payment to any trust or other fund or to any governmental or administrative Authority, with respect to unemployment compensation benefits, social security or other benefits for employees (other than routine payments to be made in the normal course of business and consistent with past practice). There are no pending, threatened or reasonably anticipated claims or actions against the Seller under any worker’s compensation policy or long-term disability policy. 3.1.20.3 No work stoppage or labor strike against the Seller is pending, threatened or reasonably anticipated. The Seller is not involved in or, to the Knowledge of the Seller, is not threatened with, any labor dispute, grievance, or litigation relating to labor, safety or discrimination matters involving any Employee, including, charges of unfair labor practices or discrimination complaints, which, if adversely determined, would, individually or in the aggregate, result in material liability to the Seller. The Seller has not engaged in any unfair labor practices within the meaning of the National Labor Relations Act. The Seller is not currently, nor has it been in the past, a party to, or bound by, any collective bargaining agreement or union contract with respect to its employees and no collective bargaining agreement or union contract is being negotiated by the Seller. The Seller has not incurred any material liability or material obligation under the Worker Adjustment and Retraining Notification Act or any similar state or local law which remains unsatisfied.

Employees; Independent Contractors. Set forth on Schedule 3.1.20 (i) The Vendor Group has no employment contract, offer letter or terms of engagement with any Person in connection with the Purchased Business other than such contracts, offer letters or terms of engagement as are listed in Part I of Section (ll)(i) of the names Disclosure Letter, which correctly sets out whether such contracts are in writing and titles the employee’s most recent compensation with the Vendor Group (including particulars of all personnel employed by profit sharing, incentive and bonus arrangements applicable to the Seller (“Employees”Employee), including rates and the employee’s start date with the Vendor Group, length of remuneration, positions held service and date whether such contract is binding on purchasers or successors of commencement the Vendor Group. Part II of employment. Except as set forth on Schedule 3.1.20, Section (ll)(i) of the Seller does not have any liability in respect of former employees (or their dependents). Buyer shall neither assume any liability under any employee benefits prior to the Closing, nor be construed as the sponsor or administrator of such employee benefits prior to the Closing. Also set forth on Schedule 3.1.20 hereto is Disclosure Letter also sets out a complete list of all the contracts between the Vendor Group and independent contractors, subcontractors, and agents (“Independent Contractors”) which are presently engaged by contractors in connection with the Seller and an indication of which, if any, of such Independent Contractors cannot be terminated by the Seller on thirty (30) days’ notice or less, without penaltyPurchased Business. To the Knowledge of the SellerVendor Group, no Employee the employment or Independent Contractor has been in violation engagement by the Vendor Group of any term of such Employees and independent contractors does not violate any employment contract, independent contractor agreement, non-disclosure agreement, non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such Person to be employed or retained by the Seller because of the nature of the business conducted or presently proposed to be conducted by the Seller. To the Knowledge of the Seller, no other Employee or Independent Contractor is or has ever been in violation of any term of any employment contract, independent contractor agreement, non-disclosure agreement, non-competition agreement or restrictive covenant relating to the Business, except for between such violations which have been cured prior to the date hereof. 3.1.20.1 As of the date hereof, no Employee or Independent Contractor working with respect to the Business has given notice to the Seller, nor does the Seller otherwise have individual and any Knowledge, that any such Person intends to terminate his or her employment or independent contractor relationship with the Sellerthird party. The Seller is in compliance with all Laws concerning the classification of employees and independent contractors and has properly classified all such persons for all purposes and under all applicable Laws. 3.1.20.2 The Seller (i) is, and has at all times been, in compliance with all applicable Laws respecting employment, employment practices, terms and conditions of employment and wages and hours; (ii) has withheld and reported all amounts required by Law or by agreement to be withheld and reported from the wages, salaries and other payments to employees; (iii) is not liable for any arrears of wages or any taxes or any penalty for failure to comply with any of the foregoing; and (iv) is not liable for any payment to any trust or other fund or to any governmental or administrative Authority, with respect to unemployment compensation benefits, social security or other benefits for employees (other than routine payments to be made in the normal course of business and consistent with past practice). There are no pending, threatened or reasonably anticipated claims or actions against the Seller under any worker’s compensation policy or long-term disability policy. 3.1.20.3 No work stoppage or labor strike against the Seller is pending, threatened or reasonably anticipated. The Seller is not involved in current or, to the Knowledge of the SellerVendor Group, former, director, officer, shareholder, Employee or independent contractor of the Purchased Business or any Person (including any Subsidiary) not dealing at arm’s length with any of the foregoing is indebted to the Vendor Group. (ii) The Employees have been registered as required by labor and social security law. The salaries and other amounts payable to the senior management and other Employees, workers and contractors of the Vendor Group and related applicable taxes and duties have been and/or are being regularly paid, and are all current through the Closing Date. All charges, contributions, and other sums payable under Applicable Laws in effect are all current through the Closing Date. (iii) Section (ll)(iii) of the Disclosure Letter lists all Benefit Plans applicable to the Employees (the “Disclosed Plans”). Except for the Disclosed Plans, there are no health or accident plans, programs, contracts, understandings, or arrangements in which any employee, former employee, retired employee (or beneficiary of any of them) of the Vendor Group is entitled to participate. Subject to any applicable governmental statutes, rules or regulations, nothing in the terms and conditions of the Disclosed Plans prohibits or limits the ability of the Purchaser or the Vendor Group to terminate all such Benefit Plans concurrent with the consummation of the purchase and sale contemplated hereby or will trigger or result in a material financial obligation on the Purchaser or the Vendor Group by virtue of such termination. (iv) Each of the Disclosed Plans has been duly registered where required by and is in compliance in all material respects and in good standing under all Applicable Laws. Each Disclosed Plan: (i) complies in all material respects with all applicable requirements of ERISA, and is operated in material compliance with its terms; (ii) is operated in such a manner as to qualify, where appropriate, for both federal and state purposes, for income tax exclusions to its participants, tax exempt income for its funding vehicle, and the allowance of deductions with respect to contributions thereto; and (iii) that is intended to be qualified under section 401(a) of the Internal Revenue Code has received a determination from the Internal Revenue Service that such Disclosed Plan is so qualified, and nothing has occurred since the date of such determination that would cause such determination letter to become unreliable. All required employer contributions under any such plans have been made and the applicable funds have been funded in accordance with the terms thereof of the plans and no past service funding liabilities exist thereunder. There is no pending or, to the Vendor Group’s knowledge, threatened claim against or otherwise involving any plan, or any fiduciary thereof, by or on behalf of any participant or beneficiary under any plan (other than routine claims for benefits), nor is there any pending or, to the Vendor Group’s knowledge, threatened claim by or on behalf of any of the plans, which has or could have an adverse effect on the Vendor Group. (v) The Vendor Group has complied in all material respects with all Applicable Laws relating to the employment of labor, benefits, including those relating to wages, hours, pay equity, overtime, termination pay and severance, occupational safety, workers compensation, human rights and discrimination, accessibility, the payment of statutory deductions and remittances, social security and other payroll related taxes, and has not threatened withreceived any written notice alleging failure to comply in any material respect with any such laws, any rules or regulations. No controversies, disputes or proceedings are pending or, to the Vendor Group’s knowledge, threatened, with respect to the Vendor Group’s Employees. There is no labor strike, dispute, grievanceslowdown, representation campaign, or litigation relating work stoppage actually pending or, to laborthe Vendor Group’s knowledge, safety threatened with respect to Employees. All obligations of the Vendor Group, with respect to any Disclosed Plan, labor law or discrimination matters involving rule, or any Employeeother forms of compensation, have been fully paid by the Vendor Group to the extent they have accrued prior to the Closing Date. No such obligations, whether accrued or not, will remain subsequent to the Closing Date, including, charges without limitation, unpaid days, sick days, vacation time, and the like. (vi) No Benefit Plan is subject to Title IV of unfair labor practices or discrimination complaints, which, if adversely determined, would, individually or in the aggregate, result in material liability to the Seller. The Seller has not engaged in any unfair labor practices ERISA. (vii) No Benefit Plan is a (i) "multiemployer plan" within the meaning of section 4001(a)(3) of ERISA or (ii) "multiple employer welfare arrangement" within the National Labor Relations Act. meaning of section 3(40) of ERISA. (viii) The Seller is Vendor Group retains all liabilities with respect to each Benefit Plan, including any successor COBRA obligations; and (A) no Benefit Plan (or any Liability with respect to any Benefit Plan) will be transferred to or assumed by the Purchaser and (B) nothing has occurred or failed to occur with respect to any Benefit Plan which will result in any liability to the Purchaser. (ix) Since January 1, 2023, there has not currentlybeen any increase in the rate or terms of compensation payable by the Vendor Group to, or any increase in the rate or terms of any bonus, insurance, pension, or other employee benefit plan on behalf of the employees in the Purchased Business, except increases occurring in the ordinary course of business in accordance with its customary practices (which shall include normal period performance reviews and related compensation and benefit increases) or increases explicitly provided for in the applicable contract, nor has it been in the pastVendor Group entered into any agreement, a party verbal or written, to provide any employees any termination, severance, change of control or transaction bonus payments. (x) Neither the execution and delivery of this Agreement nor the consummation or performance of any transaction contemplated hereby will, directly or indirectly (with or without notice or lapse of time), obligate the Purchaser to pay any separation, severance, or termination benefit to, or bound byaccelerate the time of vesting for, change the time of payment to, or increase the amount of compensation due to, any collective bargaining agreement director, Employee, officer, former employee, or union contract with respect to its employees and no collective bargaining agreement or union contract is being negotiated by former officer of the Seller. The Seller has not incurred any material liability or material obligation under the Worker Adjustment and Retraining Notification Act or any similar state or local law which remains unsatisfiedVendor Group.

Employees; Independent Contractors. Set forth on Schedule 3.1.20 are the names and titles of all personnel employed by the Seller Company (“Employees”), including rates of remuneration, positions held and date of commencement of employment. Except as set forth on Schedule 3.1.20, the Seller Company does not have any liability in respect of former employees (or their dependents). Buyer shall neither assume any liability under any employee benefits prior to the Closing, nor be construed as the sponsor or administrator of such employee benefits prior to the Closing. Also set forth on Schedule 3.1.20 hereto is a complete list of all independent contractors, subcontractors, and agents (“Independent Contractors”) which are presently engaged by the Seller Company and an indication of which, if any, of such Independent Contractors cannot be terminated by the Seller Company on thirty (30) days’ notice or less, without penalty. To the Knowledge of the SellerCompany, no Employee or Independent Contractor has been in violation of any term of any employment contract, independent contractor agreement, non-disclosure agreement, non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such Person to be employed or retained by the Seller Company because of the nature of the business conducted or presently proposed to be conducted by the SellerCompany. To the Knowledge of the SellerCompany, no other Employee or Independent Contractor is or has ever been in violation of any term of any employment contract, independent contractor agreement, non-disclosure agreement, non-competition agreement or restrictive covenant relating to the Business, except for such violations which have been cured prior to the date hereof. 3.1.20.1 As of the date hereof, no Employee or Independent Contractor working with respect to the Business has given notice to the SellerCompany, nor does the Seller Company otherwise have any Knowledge, that any such Person intends to terminate his or her employment or independent contractor relationship with the SellerCompany. The Seller Company is in compliance with all Laws concerning the classification of employees and independent contractors and has properly classified all such persons (including its engaged physicians and CRNAs) for all purposes and under all applicable Laws. 3.1.20.2 The Seller Company (i) is, and has at all times been, in compliance with all applicable Laws respecting employment, employment practices, terms and conditions of employment and wages and hours; (ii) has withheld and reported all amounts required by Law or by agreement to be withheld and reported from the wages, salaries and other payments to employees; (iii) is not liable for any arrears of wages or any taxes Taxes or any penalty for failure to comply with any of the foregoing; and (iv) is not liable for any payment to any trust or other fund or to any governmental or administrative Authority, with respect to unemployment compensation benefits, social security or other benefits for employees (other than routine payments to be made in the normal course of business and consistent with past practice). There are no pending, threatened or reasonably anticipated claims or actions against the Seller Company under any worker’s compensation policy or long-term disability policy. 3.1.20.3 No work stoppage or labor strike against the Seller Company is pending, threatened or reasonably anticipated. The Seller Company is not involved in or, to the Knowledge of the SellerCompany, is not threatened with, any labor dispute, grievance, or litigation relating to labor, safety or discrimination matters involving any Employee, including, charges of unfair labor practices or discrimination complaints, which, if adversely determined, would, individually or in the aggregate, result in material liability to the SellerCompany. The Seller Company has not engaged in any unfair labor practices within the meaning of the National Labor Relations Act. The Seller Company is not currently, nor has it been in the past, a party to, or bound by, any collective bargaining agreement or union contract with respect to its employees and no collective bargaining agreement or union contract is being negotiated by the SellerCompany. The Seller Company has not incurred any material liability or material obligation under the Worker Adjustment and Retraining Notification Act or any similar state or local law which remains unsatisfied.

Employees; Independent Contractors. Set forth on Schedule 3.1.20 are the names and titles of all personnel employed by the Seller (“Employees”), including rates of remuneration, positions held and date of commencement of employment. Except as set forth on Schedule 3.1.20, the Seller does not have any liability in respect of former employees (or their dependents). Buyer shall neither assume any liability under any employee benefits prior to the Closing, nor be construed as the sponsor or administrator of such employee benefits prior to the Closing. Also set forth on Schedule 3.1.20 hereto is a complete list of all independent contractors, subcontractors, and agents (“Independent Contractors”) which are presently engaged by the Seller and an indication of which, if any, of such Independent Contractors cannot be terminated by the Seller on thirty (30) days’ notice or less, without penalty. To the Knowledge of the Seller, no Employee or Independent Contractor has been in violation of any term of any employment contract, independent contractor agreement, non-disclosure agreement, non-non- competition agreement, or any restrictive covenant to a former employer relating to the right of any such Person to be employed or retained by the Seller because of the nature of the business conducted or presently proposed to be conducted by the Seller. To the Knowledge of the Seller, no other Employee or Independent Contractor is or has ever been in violation of any term of any employment contract, independent contractor agreement, non-disclosure agreement, non-non- competition agreement or restrictive covenant relating to the Business, except for such violations which have been cured prior to the date hereof. 3.1.20.1 As of the date hereof, no Employee or Independent Contractor working with respect to the Business has given notice to the Seller, nor does the Seller otherwise have any Knowledge, that any such Person intends to terminate his or her employment or independent contractor relationship with the Seller. The Seller is in compliance with all Laws concerning the classification of employees and independent contractors and has properly classified all such persons for all purposes and under all applicable Laws. 3.1.20.2 The Seller (i) is, and has at all times been, in compliance with all applicable Laws respecting employment, employment practices, terms and conditions of employment and wages and hours; (ii) has withheld and reported all amounts required by Law or by agreement to be withheld and reported from the wages, salaries and other payments to employees; (iii) is not liable for any arrears of wages or any taxes or any penalty for failure to comply with any of the foregoing; and (iv) is not liable for any payment to any trust or other fund or to any governmental or administrative Authority, with respect to unemployment compensation benefits, social security or other benefits for employees (other than routine payments to be made in the normal course of business and consistent with past practice). There are no pending, threatened or reasonably anticipated claims or actions against the Seller under any worker’s compensation policy or long-term disability policy. 3.1.20.3 No work stoppage or labor strike against the Seller is pending, threatened or reasonably anticipated. The Seller is not involved in or, to the Knowledge of the Seller, is not threatened with, any labor dispute, grievance, or litigation relating to labor, safety or discrimination matters involving any Employee, including, charges of unfair labor practices or discrimination complaints, which, if adversely determined, would, individually or in the aggregate, result in material liability to the Seller. The Seller has not engaged in any unfair labor practices within the meaning of the National Labor Relations Act. The Seller is not currently, nor has it been in the past, a party to, or bound by, any collective bargaining agreement or union contract with respect to its employees and no collective bargaining agreement or union contract is being negotiated by the Seller. The Seller has not incurred any material liability or material obligation under the Worker Adjustment and Retraining Notification Act or any similar state or local law which remains unsatisfied.

Employees; Independent Contractors. Set forth on Schedule 3.1.20 are the names and titles of all personnel employed by the Seller Company (“Employees”), including rates of remuneration, positions held and date of commencement of employment. Except as set forth on Schedule 3.1.20, the Seller Company does not have any liability in respect of former employees (or their dependents). Buyer shall neither assume any liability under any employee benefits prior to the Closing, nor be construed as the sponsor or administrator of such employee benefits prior to the Closing. Also set forth on Schedule 3.1.20 hereto is a complete list of all independent contractors, subcontractors, and agents (“Independent Contractors”) which are presently engaged by the Seller Company and an indication of which, if any, of such Independent Contractors cannot be terminated by the Seller Company on thirty (30) days’ notice or less, without penalty. To the Knowledge of the SellerCompany, no Employee or Independent Contractor has been in violation of any term of any employment contract, independent contractor agreement, non-non- disclosure agreement, non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such Person to be employed or retained by the Seller Company because of the nature of the business conducted or presently proposed to be conducted by the SellerCompany. To the Knowledge of the SellerCompany, no other Employee or Independent Contractor is or has ever been in violation of any term of any employment contract, independent contractor agreement, non-disclosure agreement, non-competition agreement or restrictive covenant relating to the Business, except for such violations which have been cured prior to the date hereof. 3.1.20.1 As of the date hereof, no Employee or Independent Contractor working with respect to the Business has given notice to the SellerCompany, nor does the Seller Company otherwise have any Knowledge, that any such Person intends to terminate his or her employment or independent contractor relationship with the SellerCompany. The Seller Company is in compliance with all Laws concerning the classification of employees and independent contractors and has properly classified all such persons (including its engaged physicians and CRNAs) for all purposes and under all applicable Laws. 3.1.20.2 The Seller Company (i) is, and has at all times been, in compliance with all applicable Laws respecting employment, employment practices, terms and conditions of employment and wages and hours; (ii) has withheld and reported all amounts required by Law or by agreement to be withheld and reported from the wages, salaries and other payments to employees; (iii) is not liable for any arrears of wages or any taxes Taxes or any penalty for failure to comply with any of the foregoing; and (iv) is not liable for any payment to any trust or other fund or to any governmental or administrative Authority, with respect to unemployment compensation benefits, social security or other benefits for employees (other than routine payments to be made in the normal course of business and consistent with past practice). There are no pending, threatened or reasonably anticipated claims or actions against the Seller Company under any worker’s compensation policy or long-term disability policy. 3.1.20.3 No work stoppage or labor strike against the Seller Company is pending, threatened or reasonably anticipated. The Seller Company is not involved in or, to the Knowledge of the SellerCompany, is not threatened with, any labor dispute, grievance, or litigation relating to labor, safety or discrimination matters involving any Employee, including, charges of unfair labor practices or discrimination complaints, which, if adversely determined, would, individually or in the aggregate, result in material liability to the SellerCompany. The Seller Company has not engaged in any unfair labor practices within the meaning of the National Labor Relations Act. The Seller Company is not currently, nor has it been in the past, a party to, or bound by, any collective bargaining agreement or union contract with respect to its employees and no collective bargaining agreement or union contract is being negotiated by the SellerCompany. The Seller Company has not incurred any material liability or material obligation under the Worker Adjustment and Retraining Notification Act or any similar state or local law which remains unsatisfied.

Employees; Independent Contractors. Set forth (a) As of the Closing, there are no written employment, consulting, independent contractor, non-compete or severance agreement (or similar independent contractor agreement providing for compensation upon termination thereof) between each Target and any individual. (b) None of the Targets is a party to any collective bargaining or other labor union agreement applicable to any of the employees of any Target, and to the Knowledge of Sellers, no organizational efforts are pending on Schedule 3.1.20 are behalf of any labor union or organization with respect to any Target's employees. There is no organized work stoppage, labor strike, labor dispute, or slowdown pending or, to the names and titles Knowledge of all personnel employed by Sellers, threatened against or involving any Target. No Target has received written notice of any unfair labor practice in the Seller (“Employees”)past two years and, including rates of remuneration, positions held and date of commencement of employment. Except except as set forth on Schedule 3.1.204.13, no such complaints are pending before the Seller does not have any liability in respect of former employees (National Labor Relations Board or their dependents)other similar Governmental Authority. Buyer shall neither assume any liability under any employee benefits prior to the ClosingNo grievance or other labor dispute or, nor be construed except as the sponsor or administrator of such employee benefits prior to the Closing. Also set forth on Schedule 3.1.20 hereto 4.13, proceeding or any arbitration proceeding arising out of or under any collective bargaining or other employee agreement is a complete list of all independent contractorspending or, subcontractors, and agents (“Independent Contractors”) which are presently engaged by the Seller and an indication of which, if any, of such Independent Contractors cannot be terminated by the Seller on thirty (30) days’ notice or less, without penalty. To to the Knowledge of Sellers, threatened against any Target. Sellers are not aware of any actual or, to the SellerKnowledge of Sellers, no Employee potential labor problem (or Independent Contractor any problem pertaining to any independent contractor of any Target) that currently exists that could reasonably be expected to have a Material Adverse Effect. Each individual providing services to a Target, including any independent contractor, has been in violation of any term of any employment contract, independent contractor agreementproperly classified as an exempt employee, non-disclosure agreementexempt employee, non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such Person to be employed or retained by the Seller because of the nature of the business conducted or presently proposed to be conducted by the Seller. To the Knowledge of the Seller, no other Employee or Independent Contractor is or has ever been in violation of any term of any employment contract, independent contractor agreement, non-disclosure agreement, non-competition agreement or restrictive covenant relating to the Business, except for such violations which have been cured prior to the date hereof. 3.1.20.1 As of the date hereof, no Employee or Independent Contractor working with respect to the Business has given notice to the Seller, nor does the Seller otherwise have any Knowledge, that any such Person intends to terminate his or her employment leased employee or independent contractor relationship with the Sellercontractor. The Seller is in compliance with all Laws concerning the classification of employees and independent contractors and has properly classified all such persons for all purposes and under all applicable Laws. 3.1.20.2 The Seller (i) Each Target is, and has at all times been, in compliance in all material respects with all applicable Laws respecting employment, with respect to employment and employment practices, terms and conditions of employment and wages and hours; (ii) has withheld and reported all amounts required by Law or by agreement to be withheld and reported from the employment, wages, salaries hours or work, employment standards, labor relations, workplace safety and other payments to employees; (iii) insurance and occupational safety and health, and is not liable for any arrears of wages or any taxes or any penalty for failure to comply with any of the foregoing; and (iv) is not liable for any payment to any trust or other fund or to any governmental or administrative Authority, with respect to unemployment compensation benefits, social security or other benefits for employees (other than routine payments to be made in the normal course of business and consistent with past practice). There are no pending, threatened or reasonably anticipated claims or actions against the Seller under any worker’s compensation policy or long-term disability policy. 3.1.20.3 No work stoppage or labor strike against the Seller is pending, threatened or reasonably anticipated. The Seller is not involved in or, to the Knowledge of the Seller, is not threatened with, any labor dispute, grievance, or litigation relating to labor, safety or discrimination matters involving any Employee, including, charges of unfair labor practices or discrimination complaints, which, if adversely determined, would, individually or in the aggregate, result in material liability to the Seller. The Seller has not engaged in any unfair labor practices within the meaning of the National Labor Relations Act. The Seller is not currently, nor as defined under applicable Laws. (c) No Target has it been in the past, a party to, or bound by, any collective bargaining agreement or union contract with respect to its employees and no collective bargaining agreement or union contract is being negotiated by the Seller. The Seller has not incurred any material liability or material obligation under the Worker Workers Adjustment and Retraining Restraining Notification Act or any similar state or local law laws, which remains unpaid or unsatisfied. (d) Except as set forth on Schedule 4.13, (i) all of each Target's employment relationships with its employees are at-will and no employee is or will be entitled to any severance payments from any Target, and (ii) all of each Target's agreements with independent contractors are freely terminable and will not require termination payments by any Target following the Closing. (e) Except as set forth on Schedule 4.13, the Targets (i) have paid or accrued all wages, bonuses, vacation pay, sick pay and other compensation to all employees and independent contractors, as applicable, and (ii) will pay all wages, bonuses, vacation pay, sick pay and other compensation required to be paid to all such employees and independent contractors through and including the Closing Date. (f) Schedule 4.13 sets forth a list sets forth a complete and correct list of each (i) employee of each Target as of and on the Closing Date and whether such employee is classified as an exempt employee, non-exempt employee or leased employee; and (ii) independent contractor of each Target.

Employees; Independent Contractors. Set forth on Schedule 3.1.20 are the names The Disclosure Letter ---------------------------------- contains an accurate, correct and titles complete schedule containing: (a) a list of all personnel employees (including name, title and position) employed by the Seller Company; (“Employees”), including rates b) the employee's length of remuneration, positions held service and date of commencement of employment. Except as set forth on Schedule 3.1.20, hire and the Seller does not have any liability in respect of former employees notice period; (or their dependents). Buyer shall neither assume any liability under any employee benefits prior to the Closing, nor be construed as the sponsor or administrator of such employee benefits prior to the Closing. Also set forth on Schedule 3.1.20 hereto is c) a complete list of all independent contractorsagreements, subcontractorsarrangements or understandings, and agents (“Independent Contractors”) which are presently engaged by the Seller and an indication of whichwritten or oral, if anywith each employee, of such Independent Contractors cannot be terminated by the Seller on thirty (30) days’ notice or less, without penalty. To the Knowledge of the Seller, no Employee or Independent Contractor has been in violation of any term of any employment contract, independent contractor agreement, non-disclosure agreement, non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such Person regarding services to be employed or retained by the Seller because of the nature of the business conducted or presently proposed to be conducted by the Seller. To the Knowledge of the Seller, no other Employee or Independent Contractor is or has ever been in violation of any term of any employment contract, independent contractor agreement, non-disclosure agreement, non-competition agreement or restrictive covenant relating to the Business, except for such violations which have been cured prior to the date hereof. 3.1.20.1 As of the date hereof, no Employee or Independent Contractor working with respect to the Business has given notice to the Seller, nor does the Seller otherwise have any Knowledge, that any such Person intends to terminate his or her employment or independent contractor relationship with the Seller. The Seller is in compliance with all Laws concerning the classification of employees and independent contractors and has properly classified all such persons for all purposes and under all applicable Laws. 3.1.20.2 The Seller (i) is, and has at all times been, in compliance with all applicable Laws respecting employment, employment practicesrendered, terms and conditions of employment and wages confidentiality; (d) the compensation (including date and hoursamount of last salary increase, terms of payment, bonuses, commissions and deferred compensation, as well as any benefits) of each employee; and (e) a summary of all current and other arrangements with independent contractors. The contract of employment of each director and employee may be terminated by the Company on 3 months' notice or less without giving rise to any claim for damages or compensation. With respect to the employees of the Company, (i) there are and have been no actual or alleged violations of any Laws respecting the employment of any employees; no employees are represented by any union or covered by any collective bargaining agreement and there has been no question concerning representation raised or threatened; (ii) has withheld all employment-related books and reported all amounts required by Law or by agreement to be withheld and reported from records have been prepared in the wages, salaries and other payments to employeesordinary course of business; (iii) the Company is not liable for any arrears in compliance with all contracts of wages or any taxes or any penalty for failure to comply with any of the foregoingemployment; and (iv) there is not liable for no employment handbook, personnel policy manual, similar document or action that creates prospective employment rights or obligations; (v) no workers' compensation claims shall arise after Closing resulting from events, circumstances, exposures, conditions or occurrences occurring prior to the Closing Date (vi) there exists no discrimination or harassment claims by any payment employees against the Company or their respective officers or employees, or the Shareholders, and there are no circumstances which could give rise to any trust claim or other fund or to any governmental or administrative Authority, with respect to unemployment compensation benefits, social security or other benefits for employees (other than routine payments to be made allegation in the normal course of business and consistent with past practice)regard thereto. There are no pending, threatened or reasonably anticipated claims or actions against the Seller under any worker’s compensation policy or long-term disability policy. 3.1.20.3 No work stoppage or labor strike against the Seller is pending, threatened or reasonably anticipated. The Seller is not involved in or, to the Knowledge of the Seller, is not threatened with, any labor dispute, grievance, or litigation relating to labor, safety or discrimination matters involving any Employee, including, charges of unfair labor practices or discrimination complaints, which, if adversely determined, would, individually or in the aggregate, result in material liability to the Seller. The Seller has not engaged in any unfair labor practices within the meaning of the National Labor Relations Act. The Seller is not currently, nor has it been in the past, a party to, or bound by, any collective bargaining agreement or union contract with respect to its employees and no collective bargaining agreement or union contract is being negotiated persons treated as independent contractors by the Seller. The Seller has not incurred any material liability or material obligation Company should under the Worker Adjustment and Retraining Notification Act or any similar state or local applicable law which remains unsatisfiedhave been treated as employees.

Employees; Independent Contractors. Set forth on Schedule 3.1.20 (a) All individuals currently performing services for any Target Company as independent contractors are properly classified and treated by such Target Company as independent contractors and not as employees, except for any failures to properly classify or treat that are not material to the names and titles of all personnel employed by the Seller Company (“Employees”together with its Subsidiaries), including rates of remuneration, positions held and date of commencement of employmenttaken as a whole. Except as set forth Each Target Company has reported the compensation actually paid to such independent contractors on Schedule 3.1.20, the Seller does not have any liability in respect of former employees IRS Forms 1099 (or their dependents). Buyer shall neither assume any liability under any employee benefits prior otherwise in accordance with applicable Law) when required to the Closing, nor be construed as the sponsor or administrator of such employee benefits prior to the Closing. Also set forth on Schedule 3.1.20 hereto is a complete list of all independent contractors, subcontractors, and agents (“Independent Contractors”) which are presently engaged by the Seller and an indication of which, if any, of such Independent Contractors cannot be terminated by the Seller on thirty (30) days’ notice or less, without penalty. To the Knowledge of the Seller, no Employee or Independent Contractor has been in violation of any term of any employment contract, independent contractor agreement, non-disclosure agreement, non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such Person to be employed or retained by the Seller because of the nature of the business conducted or presently proposed to be conducted by the Seller. To the Knowledge of the Seller, no other Employee or Independent Contractor is or has ever been in violation of any term of any employment contract, independent contractor agreement, non-disclosure agreement, non-competition agreement or restrictive covenant relating to the Businessdo so, except for such violations which have been cured prior failures to report that are not material to the date hereof. 3.1.20.1 As of the date hereofCompany (together with its Subsidiaries), no Employee or Independent Contractor working with respect to the Business has given notice to the Seller, nor does the Seller otherwise have taken as a whole. No individual currently performing services for any Knowledge, that any such Person intends to terminate his or her employment or Target Company as an independent contractor relationship with the Seller. The Seller is in compliance with all Laws concerning the classification of employees and independent contractors and has properly classified all such persons for all purposes and under all applicable Laws. 3.1.20.2 The Seller (i) is, and has at all times been, in compliance with all applicable Laws respecting employment, employment practices, terms and conditions of employment and wages and hours; (ii) has withheld and reported all amounts required by Law or by agreement to be withheld and reported from the wages, salaries and other payments to employees; (iii) is not liable for any arrears of wages or any taxes or any penalty for failure to comply with any of the foregoing; and (iv) is not liable for any payment to any trust or other fund or to any governmental or administrative Authority, with respect to unemployment compensation benefits, social security or other benefits for employees (other than routine payments to be made in the normal course of business and consistent with past practice). There are no pending, threatened or reasonably anticipated claims or actions against the Seller under any worker’s compensation policy or long-term disability policy. 3.1.20.3 No work stoppage or labor strike against the Seller is pending, threatened or reasonably anticipated. The Seller is not involved in ever brought or, to the Knowledge of the SellerCompany, is not threatened withthreatening to bring a claim before any Governmental Authority for unpaid compensation or employee benefits, including overtime amounts, against any labor disputeTarget Company, grievance, or litigation relating to labor, safety or discrimination matters other than any claim involving any Employee, including, charges an amount in controversy of unfair labor practices or discrimination complaints, which, if adversely determined, would, individually or in the aggregate, result in material liability to the Seller. The Seller has not engaged in any unfair labor practices within the meaning of the National Labor Relations Act. The Seller is not currently, nor has it been in the past, a party to, or bound by, any collective bargaining agreement or union contract less than $100,000 and with respect to which no injunctive or other non-monetary relief that would be (or was) material to the Company (together with its employees and no collective bargaining agreement or union contract Subsidiaries), taken as a whole, is being negotiated (or was) sought. There has been no determination by any Governmental Authority that any such independent contractor of any Target Company (or any other individual who has previously rendered services to such Target Company as an independent contractor) constitutes an employee of such Target Company. At no time has any individual performing services for any Target Company as an independent contractor brought a claim before any Governmental Authority against any Target Company challenging his or her status as an independent contractor or made a claim before any Governmental Authority for additional compensation or any benefits under any Company Plan, other than any claims involving an amount in controversy of less than $100,000 and with respect to which no injunctive or other non-monetary relief that would be (or was) material to the Seller. Company (together with its Subsidiaries), taken as a whole, is being (or was) sought. (b) As of the date hereof, to the Knowledge of the Company, no current executive officer of the Target Companies nor any current employee thereof that plays an essential role in a material aspect or functioning of the Business has submitted his or her written resignation of employment with the Target Companies. (c) To the Knowledge of the Company, with respect to the Target Companies, there is no material workers’ compensation Liability, experience or matter outside the ordinary course of business. (d) The Seller has Target Companies are not incurred and since January 1, 2015 have not been subject to any material liability affirmative action obligations under any Law, including Executive Order 11246 (excluding in all cases any obligations arising under any Contract with a Governmental Authority). (e) Since January 1, 2015, the Target Companies have not implemented any plant closing or material obligation employee layoff that required advance notice under the Worker Adjustment and Retraining Notification Act of 1988 or any similar state or local law which remains unsatisfiedLaw (collectively, the “WARN Act”).