Common use of Employees, Labor Matters, etc Clause in Contracts

Employees, Labor Matters, etc. (a) Except as set forth in Section 2.15 of the Seller Disclosure Letter, neither the Company nor any of its Subsidiaries is a party to or is otherwise bound by any collective bargaining agreement, and there are no labor unions or other organizations or groups representing, purporting to represent or attempting to represent any employees employed by the Company or any of its Subsidiaries. (b) Except as would not reasonably be expected to have a Company Material Adverse Effect, there is no pending or, to the Knowledge of Seller, threatened strike, slowdown, picketing or work stoppage by, or lockout of, or other similar labor activity or organizing campaign with respect to, any employees of the Company or any of its Subsidiaries, and there are no unfair labor practice charges, grievances or complaints pending or, to the Knowledge of Seller, threatened by or on behalf of any employee or group of employees of the Company or any of its Subsidiaries. (c) Except as set forth in Section 2.15 of the Seller Disclosure Letter or as would not reasonably be expected to have a Company Material Adverse Effect, there are no complaints, charges or claims against the Company or any of its Subsidiaries pending before or filed with, or, to the Knowledge of Seller, threatened to be brought or filed with, any Governmental Authority based on, arising out of, in connection with or otherwise relating to the employment or termination of employment of or failure to employ, any individual. The Company and each of its Subsidiaries are in compliance in all material respects with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, employee classification, wages and hours, WARN and any similar state or local “mass layoff” or “plant closing” Law, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation and the collection and payment of withholding and/or social security tax except for non-compliance that would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole. There has been no “mass layoff” or “plant closing” (as defined by WARN) with respect to the Company or any of its Subsidiaries within the six (6) months prior to Closing.

Employees, Labor Matters, etc. (a) Section 2.15(a)(i) of the Seller Disclosure Letter sets forth a list of each collective bargaining agreement or other similar contract with a labor union, labor organization or works council (each, a “Labor Contract”) to which any of the Transferred Companies or the Business is a party or otherwise bound. Except as set forth in Section 2.15 2.15(a)(ii) of the Seller Disclosure Letter, neither the Company nor any of its Subsidiaries is a party to or is otherwise bound by any collective bargaining agreement, and there are no Labor Contracts or any other labor-related agreements or arrangements that pertain to any of the employees whose services relate solely or primarily to the Business or to any employees of a Transferred Company who are not Non-Business Employees (the “Business Employees”); and no employees of the Transferred Companies or the Business are represented by any labor unions union, works council, or other organizations labor organization with respect to their employment with the Target Companies or groups representing, purporting to represent or attempting to represent any employees employed by the Company or any of its Subsidiaries. (b) Business. Except as would not reasonably be expected to have a Company Material Adverse Effectset forth in Section 2.15(a)(iii) of the Seller Disclosure Letter, since January 1, 2018, there is has been no pending or, to the Knowledge of Seller, threatened unfair labor practice charge, material labor grievance, material labor arbitration, strike, slowdown, picketing picketing, material hand billing or work stoppage by, or material lockout of, or other similar labor activity or organizing campaign with respect to, any employees of or against or affecting, the Company Transferred Companies or any of its Subsidiariestheir respective Subsidiaries or the Business. The Target Companies and Seller (but solely with respect to the Business) are, and there are no unfair labor practice chargessince January 1, grievances or complaints pending or2018 have been, to the Knowledge of Seller, threatened by or on behalf of any employee or group of employees of the Company or any of its Subsidiaries. (c) Except as set forth in Section 2.15 of the Seller Disclosure Letter or as would not reasonably be expected to have a Company Material Adverse Effect, there are no complaints, charges or claims against the Company or any of its Subsidiaries pending before or filed with, or, to the Knowledge of Seller, threatened to be brought or filed with, any Governmental Authority based on, arising out of, in connection with or otherwise relating to the employment or termination of employment of or failure to employ, any individual. The Company and each of its Subsidiaries are in compliance in all material respects with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, employee classification, classification and wages and hours. (b) During the 90 days prior to the date hereof, WARN and any similar state none of the Transferred Companies or local their respective Subsidiaries has effectuated (i) a “plant closing” or (ii) a “mass layoff” or “plant closing” Law, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation and the collection and payment of withholding and/or social security tax except for non-compliance that would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole. There has been no “mass layoff” or “plant closing” (as defined by WARNin the WARN Act). (c) Except as set forth on Section 2.15(c) of the Seller Disclosure Letter, since January 1, 2018, to the Knowledge of Seller, none of the Transferred Companies, their respective Subsidiaries or Seller (but solely with respect to the Company Business) has received any allegations of sexual harassment or similar misconduct of a sexual nature involving any of their respective current or former officers, executive officers or supervisory employees. (d) Section 2.15(d)(i) of the Seller Disclosure Letter sets forth each employee layoff, facility closure or shutdown (whether voluntary or by Law), reduction-in-force, furlough, temporary layoff, material work schedule change or reduction in hours, or reduction in salary or wages, or other workforce changes affecting employees or individual independent contractors of the Target Companies (but solely with respect to the Business) or the Business that has occurred since March 1, 2020 or is currently planned or announced, including as a result of COVID-19 or any Law, directive, guidelines or recommendations by any Governmental Authority in connection with or in response to COVID-19. The Target Companies and the Business have not otherwise experienced any material employment-related liability with respect to COVID-19. Section 2.15(d)(ii) of its Subsidiaries within the six Seller Disclosure Letter further sets forth a list of all Business Employees since January 1, 2020, indicating for each such individual (6i) months prior the individual’s job position, annual salary or wage rate, employing entity, work location, union status and exempt or non-exempt status (as applicable); (ii) the date upon which any full furlough began and/or ended (including any projected end date which has not occurred yet) for each such individual; (iii) the date upon which a partial furlough or reduction in hours began and/or ended (including any projected end date which has not occurred yet) for each such individual, including a description of the extent of the partial furlough or reduction in hours; (iv) whether each such individual experienced a reduction in salary or wage rate; and (v) whether each such individual’s employment has been permanently terminated or is scheduled to Closingbe permanently terminated, including the date of such termination of employment. (e) Section 2.15(e)(i) of the Seller Disclosure Letter sets forth, as of the date of this Agreement, a complete and correct listing of the Business Employees, including each such Business Employee’s date of hire, employing entity, job title, current annual compensation or hourly rate (as applicable), current annual incentive compensation eligibility, Fair Labor Standards Act exempt or non-exempt status, primary work location, visa status, active or inactive status and full-time or part-time status. There are no employees of Seller Group who provide services solely or primarily to the Target Companies (other than the corporate and back office employees of Seller Group listed on Section 2.15(e)(ii) of the Seller Disclosure Letter) but are not listed on Section 2.15(e)(i) of the Seller Disclosure Letter.

Employees, Labor Matters, etc. In each case with respect to the Acquired Operations: (a) Disclosure Schedule 3.15(a) sets forth a complete and correct list of all employees of and consultants to any Seller (other than employees and consultants of Xxxxxx who are not employees or consultants of the IPSO USA operations) or Acquired Company, and a description of all compensation arrangements, including base salaries, wage rates and bonus opportunities, applicable to such employees or consultants. Except as set forth in Section 2.15 on Disclosure Schedule 3.15(a), none of the Seller Disclosure Letter, neither the Company nor any of its Subsidiaries Sellers or Acquired Companies is a party to or is otherwise bound by any employment Contract with any Person and all employees of the Sellers and Acquired Companies are employees who may be terminated at any time without the payment of any severance or termination amounts, except (i) as may be provided for in a severance plan that has been disclosed to the Buyer pursuant to Section 3.16 or (ii) as required by Applicable Law. (b) None of the Sellers or any of the Acquired Companies is a party to or bound by any collective bargaining agreementor other labor agreement except as set forth on Disclosure Schedule 3.15(b), and and, except as set forth on Disclosure Schedule 3.15(b), there are no labor unions or other organizations or groups representing, purporting to represent or or, to Sellers’ Knowledge, attempting to represent any employees employed by the Company or any of its Subsidiaries. (b) Except as would not reasonably be expected to have a Company Material Adverse Effect, there Employees. There is no pending or, to the Knowledge of SellerSellers’ Knowledge, threatened strike, slowdown, picketing or picketing, work stoppage bystoppage, or lockout of, concerted refusal to work overtime or other similar labor activity or organizing campaign with respect to, to any employees of the Company or any of its Subsidiaries, and there are no unfair labor practice charges, grievances or complaints pending or, to the Knowledge of Seller, threatened by or on behalf of any employee or group of employees of the Company or any of its Subsidiaries.Employees; and (c) Except as set forth in Section 2.15 of the Seller on Disclosure Letter or as would not reasonably be expected to have a Company Material Adverse EffectSchedule 3.15(c), there are no complaintslabor disputes currently subject to any grievance procedure, charges arbitration or claims against the Company or any of its Subsidiaries pending before or filed withlitigation, orincluding, to the Knowledge of Seller, threatened to be brought or filed withwithout limitation, any Governmental Authority based on, arising out of, in connection pending complaint filed with or otherwise relating to the employment or termination of employment of or failure to employ, any individualEqual Employment Opportunity Commission. The Company Each Seller and each of its Subsidiaries are in compliance Acquired Company has complied in all material respects with all applicable Applicable Laws respecting laborpertaining to employment or termination of employment, employmentincluding, but not limited to, all such Applicable Laws relating to labor relations, equal employment opportunities, fair employment practices, terms and conditions of employment, employee classification, wages and hours, WARN and any similar state or local “mass layoff” or “plant closing” Law, collective bargaining, discrimination, civil rights, occupational safety and health, workers’ compensation prohibited discrimination or distinction and the collection and payment of withholding and/or social security tax except for non-compliance that would not reasonably be expected to be, individually or in the aggregate, material other similar employment activities. (d) Sellers have provided to the Company Buyer true and its Subsidiaries, taken as a whole. There has been no “mass layoff” or “plant closing” (as defined by WARN) with respect to the Company or any accurate copies of its Subsidiaries within the six (6) months prior to Closingall employee handbooks.

Employees, Labor Matters, etc. (a) Except as set forth in Section 2.15 of the Seller Disclosure Letteron Schedule 3.1.22, neither the Company any Employee, Weatherford nor any of its Subsidiaries Asset Seller with respect to the Business nor any Target Company is a party to or is otherwise subject to, or bound by any collective bargaining agreementagreement or other agreement with any labor union, trade union, works council or representative of employees and to the knowledge of Weatherford there are no labor unions unions, trade unions, work councils or other organizations or groups labor representatives representing, purporting to represent or attempting to represent any employees employed by in the Company or any operation of its Subsidiaries. (b) the Business. Except as would set forth on Schedule 3.1.22, since January 1, 2013 there has not reasonably be expected to have a Company Material Adverse Effect, there is no pending occurred or, to the Knowledge knowledge of SellerWeatherford, been threatened any material strike, slowdown, picketing or picketing, work stoppage bystoppage, or lockout of, concerted refusal to work overtime or other similar labor activity or organizing campaign with respect to, to any employees Employee or other individual engaged or who has been employed or engaged in the operation of the Company or any of its SubsidiariesBusiness. Except as set forth on Schedule 3.1.22, and there are no unfair labor practice chargesdisputes currently subject to any grievance procedure, grievances arbitration or complaints pending litigation and there is no application for certification filed with a Governmental Authority or, to the Knowledge knowledge of SellerWeatherford, threatened by with respect to any Employee or on behalf of any employee other individual engaged or group of employees who has been employed or engaged in the operation of the Company or any of its Subsidiaries. (c) Except as set forth in Section 2.15 of the Business. Weatherford and each Asset Seller Disclosure Letter or as would not reasonably be expected to have a Company Material Adverse Effect, there are no complaints, charges or claims against the Company or any of its Subsidiaries pending before or filed with, or, with respect to the Knowledge of Seller, threatened to be brought or filed with, any Governmental Authority based on, arising out of, in connection with or otherwise relating to the employment or termination of employment of or failure to employ, any individual. The Company Business and each of its Subsidiaries are in compliance Target Company have complied in all material respects with all provisions of applicable Laws respecting laborLaw pertaining to the employment of Employees, including all such laws relating to labor relations, collective bargaining, recordkeeping, immigration, employee leave, equal employment, fair employment practices, terms and conditions of employmententitlements, employee classificationnon-retaliation, wages and hours, WARN and any similar state or local “mass layoff” or “plant closing” Law, collective bargaining, prohibited discrimination, civil rightsor other similar employment practices or acts, safety and health, workers’ compensation and the collection and payment of withholding and/or social security tax except for non-compliance that would not reasonably be expected any failure so to becomply that, individually or together with all such other failures, has not and will not result in a material Liability on the part of Acquiror or other Buyer or the Business. Other than as set forth on the Closing Date Balance Sheet, all wages, bonuses and other compensation due and payable to each Employee or other individual engaged or who has been employed or engaged in the aggregateoperation of the Business will have been paid in full on or prior to Closing or, material to the Company and its Subsidiaries, taken as a whole. There has been no “mass layoff” if not paid on or “plant closing” (as defined by WARN) with respect to the Company or any of its Subsidiaries within the six (6) months prior to Closing, shall be paid by Weatherford or its Affiliates within thirty (30) days after Closing.

Employees, Labor Matters, etc. (a) Except as set forth in Section 2.15 2.18 of the Seller Disclosure LetterLetter contains a list, neither as of the date hereof, of (i) the name of each officer and employee of the Company or its Subsidiary, (ii) each other Person who has accepted an offer of employment made by the Company or its Subsidiary, but whose employment has not yet commenced and (iii) the names of each other Person to whom an offer of employment is outstanding by the Company or its Subsidiary, in each of cases (i), (ii) or (iii), together with each such Person’s actual or offered position or function, date of actual or proposed hire, seniority recognized to the extent preceding hire dates, status as active or non-active, annual base salary or wages, unused vacation days and any incentive or bonus arrangement. (b) Neither the Company nor any of its Subsidiaries Subsidiary is a party to or is otherwise bound by any collective bargaining agreement, and there are no labor unions or other organizations or groups representing, purporting to represent or attempting to represent any employees employed by the Company or any its Subsidiary. As of its Subsidiaries. (b) Except as would not reasonably be expected to have a Company Material Adverse Effectthe date hereof, there is no pending or, to the Knowledge of Seller, threatened strike, slowdown, picketing or work stoppage by, or lockout of, or other similar labor activity or organizing campaign with respect to, any employees of the Company or any of its Subsidiaries, and there are no unfair labor practice charges, grievances or complaints pending or, to the Knowledge of Seller, threatened by or on behalf of any employee or group of employees of the Company or any of its SubsidiariesSubsidiary. (c) Except as set forth in Section 2.15 of the Seller Disclosure Letter or as would not reasonably be expected to have a Company Material Adverse Effect, there are no complaints, charges or claims against Neither the Company nor its Subsidiary has implemented any redundancy programs or any of its Subsidiaries pending before or filed with, or, to the Knowledge of Seller, threatened to be brought or filed with, any Governmental Authority based on, arising out of, in connection with or otherwise relating to the employment or termination of employment of or failure to employ, any individual. severance arrangements. (d) The Company and each of its Subsidiaries Subsidiary are in material compliance in all material respects with all applicable Laws Laws, employment regulation orders and registered employment agreements respecting labor, employment, fair employment practices, terms and conditions of employment, employee classification, immigration, wage withholding and wages and hours. (e) Neither the Company nor its Subsidiary is, or has in the past twelve (12) months been, subject to the requirements of the federal Worker Adjustment and Retraining Notification Act of 1988 (“WARN and Act”), Millville Dallas Airmotive Plant Job Loss Notification Act, or any similar state or local “mass layoff” or “plant closing” Law, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation and the collection and payment of withholding and/or social security tax except for non-compliance Law that would not reasonably require advance notice (or payment in lieu of such notice) of any termination, layoff or other adverse employment action. (f) All source deductions and other amounts required by applicable Laws and Guidelines to be expected deducted or withheld from remuneration payable to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole. There has been no “mass layoff” or “plant closing” (as defined by WARN) with respect to employees of the Company or its Subsidiary, and all employer premiums, contributions or amounts required by applicable Laws or Guidelines to be paid by the Company or its Subsidiary thereon or in respect thereof to any Governmental Authority, have been so deducted and withheld and remitted, paid or contributed in accordance with applicable Laws and Guidelines to the appropriate Governmental Authority on or before the due dates thereunder. (g) Each Person listed in Section 2.18(g) of the Seller Disclosure Letter has entered into an agreement with the Company or its Subsidiaries within Subsidiary at or around the six time of the beginning of such Person’s employment with the Company or its Subsidiary pursuant to which such Person has agreed to, in accordance with the terms and conditions of such agreement (6including any applicable time periods relating to restrictive covenants), (i) months prior to Closinghold the Company’s and its Subsidiary’s information confidential, (ii) refrain from soliciting for employment by any third party any employee of the Company or its Subsidiary and (iii) refrain from soliciting customers of the Company or its Subsidiary.

Employees, Labor Matters, etc. (a) Except as set forth in Section 2.15 of the Seller Disclosure Letter, neither Neither the Company nor any of its Subsidiaries is a party to or is otherwise bound by any collective bargaining agreementCBA, and there are no labor unions or other organizations or groups representing, [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. purporting to represent or attempting to represent any employees employed by of the Company or any of its Subsidiaries, except, in each case, as set forth on Section 2.15 of the Company Disclosure Letter. To the Knowledge of the Company, since January 1, 2018, there have been no actual, pending or threatened labor organizing activities with respect to any employee of the Company or any of its Subsidiaries. Since January 1, 2018, there has been no pending or, to the Knowledge of the Company, threatened strike, slowdown, picketing, work stoppage, lockout, handbilling, unfair labor practice charge, labor grievance, labor arbitration or other similar labor activity or material labor dispute with respect to any employees of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has any notice or consultation obligations to any labor union, labor organization or works council, which is representing any employee of the Company or any of its Subsidiaries, in connection with the execution of this Agreement or the consummation of the transactions contemplated by this Agreement. (b) Except as would not reasonably be expected to have a Company Material Adverse Effect, there is no pending or, to the Knowledge of Seller, threatened strike, slowdown, picketing or work stoppage by, or lockout of, or other similar labor activity or organizing campaign with respect to, any employees of the Company or any of its Subsidiaries, and there are no unfair labor practice charges, grievances or complaints pending or, to the Knowledge of Seller, threatened by or on behalf of any employee or group of employees of the Company or any of its Subsidiaries. (c) Except as set forth in Section 2.15 of the Seller Disclosure Letter or as would not reasonably be expected to have a Company Material Adverse Effect, there are no complaints, charges or claims against the Company or any of its Subsidiaries pending before or filed with, or, to the Knowledge of Seller, threatened to be brought or filed with, any Governmental Authority based on, arising out of, in connection with or otherwise relating to the employment or termination of employment of or failure to employ, any individual. The Company and each of its Subsidiaries are in compliance in all material respects with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, employee classification, wages and hours, WARN and any similar state or local “mass layoff” or “plant closing” Law, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation and the collection and payment of withholding and/or social security tax except for non-compliance that would not reasonably be expected to be, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a whole, the Company and each of its Subsidiaries is, and since January 1, 2018 has been, in compliance with all applicable Laws respecting labor, employment, and employment practices, including all Laws respecting terms and conditions of employment, employee and independent contractor classification, wages and hours, health and safety, immigration (including the completion of Forms I-9 for all U.S. employees and the proper confirmation of employee visas), harassment, discrimination or retaliation, whistleblowing, disability rights or benefits, equal opportunity, plant closures and layoffs (including the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar Laws), employee trainings and notices, workers’ compensation, labor relations, employee leave issues, COVID-19, affirmative action and unemployment insurance. (c) The Company and each of its Subsidiaries has reasonably investigated all sexual harassment, or other discrimination, retaliation or policy violation allegations of which it is aware. There has been no “mass layoff” or “plant closing” With respect to each such allegation with potential merit, the Company and each of its Subsidiaries (as defined by WARNapplicable) with has taken prompt corrective action that is reasonably calculated to prevent further improper action. (d) To the Knowledge of the Company, no current or former employee or independent contractor of the Company or its Subsidiaries is in any material respect in violation of any term of any employment agreement or any fiduciary duty or restrictive covenant or obligation owed to the Company or any of its Subsidiaries within the six (6) months prior to ClosingSubsidiaries.

Employees, Labor Matters, etc. (a) A true and complete list of the Business Employees, including, to the extent permitted by applicable Law, current job title, location, base salary or hourly rate (as applicable), target short-term incentive opportunity and target long-term incentive opportunity for all Business Employees, has been provided to Buyer on Schedule 2.15(a). Except as set forth in Section 2.15 on Schedule 2.15(a), all employees and independent contractors who provide services to the Business are employed or engaged by the Subject Companies. To the Knowledge of Sellers, no current executive, direct report of the Seller Disclosure LetterPresident of the Business, neither or group of employees of the Company nor any Subject Companies has given notice of its Subsidiaries termination of employment, or otherwise disclosed plans to terminate employment, with the Subject Companies within the twelve (12)-month period following the date hereof. No current executive of the Subject Companies or direct report of the President of the Business is employed under a party to or is otherwise bound by any collective bargaining agreement, and there are no labor unions non-immigrant work visa or other organizations work authorization that is limited in duration. Since the Look-Back Date, to the Knowledge of the Sellers, no direct report of the President of the Business, officer or groups representingexecutive of the Subject Companies has been the subject of any allegation of sex-based discrimination, purporting to represent sexual harassment or attempting to represent any employees employed by the Company or any of its Subsidiariessexual misconduct. (b) Except Schedule 2.15(b)(i) lists each collective bargaining agreement, works council agreement or other Contract or arrangement with a Union that covers one or more Business Employees or to which any Subject Company is a party or bound (each, a “Labor Contract”). Other than as would not reasonably be expected to have listed on Schedule 2.15(b)(ii), no Business Employee is represented by a Company Material Adverse Effect, there Union and no Contract with a Union is being negotiated. There is no pending or, to the Knowledge of Sellerthe Sellers, threatened strike, slowdown, picketing or work stoppage by, or lockout of, or other similar labor activity or organizing campaign with respect to, any employees of the Company or any of its SubsidiariesBusiness Employees, and there are has been no unfair labor practice charges, grievances or complaints pending or, to such activity since the Look-Back Date. To the Knowledge of Sellerthe Sellers, there is no effort currently being made or threatened by by, or on behalf of, any Union to organize any Business Employees, and there have been no such efforts since the Look-Back Date. Except as set forth on Schedule 2.15(b)(iii), no notice, consent or consultation obligations with respect to any Business Employees or any Union will be a condition precedent to, or triggered by, the execution of any employee this Agreement or group of employees the consummation of the Company or any of its Subsidiariestransactions contemplated hereby. (c) Except as set forth in Section 2.15 of the Seller Disclosure Letter or as would not reasonably be expected to have a Company Material Adverse Effect, there are no complaints, charges or claims against the Company or any of its Subsidiaries pending before or filed with, or, The Sellers (with respect to the Knowledge of SellerBusiness) and the Subject Companies are, threatened to be brought or filed withand since the Look-Back Date have been, any Governmental Authority based on, arising out of, in connection with or otherwise relating to the employment or termination of employment of or failure to employ, any individual. The Company and each of its Subsidiaries are in compliance in all material respects with all applicable Laws respecting labor, employment, fair employment practices, practices and terms and conditions of employment, including any provision relating to employee or independent contractor classification, wages and hourshours (including minimum wage and overtime), WARN child labor, withholdings and any similar state or local “mass layoff” or “plant closing” Lawdeductions, collective bargainingpay equity, discriminationnondiscrimination, civil rightsnon-harassment and non-retaliation in employment, safety occupational health and healthsafety, workers’ compensation and the collection and payment of withholding and/or social security tax except for non-compliance that would not reasonably be expected to becompensation, individually work authorization, employment eligibility or in the aggregate, material to the Company and its Subsidiaries, taken as a whole. There has been no “mass layoff” or “plant closing” (as defined by WARN) with respect to the Company or any of its Subsidiaries within the six (6) months prior to Closingimmigration.

Employees, Labor Matters, etc. (a) Seller has made available to Purchaser a true and complete list of all Business Employees as of the date of this Agreement, including, to the extent permitted by Applicable Law, the title or position, hire date, current annual base compensation rate, commission, bonus or other incentive-based compensation, and work location. (b) As of the date of this Agreement, no senior executive of the Transferred Companies or key group of Business Employees has communicated to Seller any plans to terminate employment with the Transferred Companies during the next twelve (12) months. No Transferred Company is a party to or bound by any collective bargaining agreement or similar agreement with any labor organization covering Business Employees, nor has any of them experienced any strike or material grievance, claim of unfair labor practices, or other collective bargaining dispute within the past five (5) years. No Transferred Company has committed any unfair labor practice with respect to the Business. Seller has no Knowledge of any organizational effort being made or threatened within the past five (5) years by or on behalf of any labor union with respect to Business Employees. Within the past three (3) years, no Transferred Company has implemented any plant closing or layoff of employees with respect to the Business requiring notice under the WARN Act, and no such action will be implemented without advance notification to, and the written consent of, Purchaser. (c) The Transferred Companies are not and have not been, with respect to the Business: (A) “contractors” or “subcontractors” (as defined by Executive Order 11246), (B) required to comply with Executive Order 11246, or (C) required to maintain an affirmative action plan. (d) Except as set forth in Section 2.15 3.15(d) of the Seller Disclosure Letter, neither none of the Company nor any of its Subsidiaries is a party to or is otherwise bound by any collective bargaining agreement, and there are no labor unions or other organizations or groups representing, purporting to represent or attempting to represent any employees employed by the Company or any of its Subsidiaries. (b) Except as would not reasonably be expected to have a Company Material Adverse Effect, there is no pending or, Transferred Companies has received with respect to the Knowledge Business (i) notice of Seller, threatened strike, slowdown, picketing or work stoppage by, or lockout of, or other similar labor activity or organizing campaign with respect to, any employees of the Company or any of its Subsidiaries, and there are no unfair labor practice chargescharge or complaint with respect to it which is still pending before the National Labor Relations Board or any other Governmental Authority against it, grievances (ii) notice of any charge or complaints complaint with respect to it before the Equal Employment Opportunity Commission or any other Governmental Authority responsible for the prevention of unlawful employment practices which is still pending, (iii) notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to it or notice that such investigation is in progress in either case which is still pending, or (iv) notice of any Action pending or, to the Knowledge of Seller, threatened in any forum by or on behalf of any present or former employee of any Transferred Company, any applicant for employment or group of employees classes of the Company foregoing alleging breach of any express or implied contract of employment, any of its SubsidiariesApplicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. (ce) All compensation, including wages, commissions and bonuses, required to be paid as of the date of this Agreement to employees, independent contractors or consultants of the Transferred Companies have been timely paid. Except as set forth in Section 2.15 3.15(e) of the Seller Disclosure Letter or as would not reasonably be expected to have a Company Material Adverse EffectLetter, there are no complaints, charges or claims against the Company or any of its Subsidiaries pending before or filed with, or, to the Knowledge of Seller, threatened to be brought or filed with, any Governmental Authority based on, arising out of, in connection with or otherwise relating to the employment or termination of employment of or failure to employ, any individual. The Company and each of its Subsidiaries Transferred Companies are in material compliance in all material respects with all applicable Applicable Laws respecting labor, employment, fair employment and employment practices, terms and conditions of employment, employee classification, employment and wages and hours. All individuals characterized and treated by the Transferred Companies as independent contractors or consultants are properly treated as independent contractors under all Applicable Laws, WARN and any similar all employees classified as exempt under the Fair Labor Standards Act and state or and local “mass layoff” or “plant closing” Law, collective bargaining, discrimination, civil rights, safety wage and health, workers’ compensation and the collection and payment of withholding and/or social security tax except for non-compliance that would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole. There has been no “mass layoff” or “plant closing” hour laws are properly classified. (as defined by WARNf) with respect to the Company or Notwithstanding any of its Subsidiaries within the six (6) months prior representations and warranties contained elsewhere in this Agreement, except where otherwise specifically noted, the representations and warranties contained in this Section 3.15 are the sole and exclusive representations and warranties made by Seller relating to Closingemployees and labor matters.