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

Employees, Labor Matters, etc. (a) Prior to the date hereof, Seller has provided to Buyers a true, accurate and complete list, current as of ten (10) or fewer days prior to the date hereof, of the name of each Business Employee, including such employee’s employing entity, identification number, position, union affiliation, date of hire, start date of services, work location, wage rate, current base compensation, cash and equity bonus opportunity for the current year, actual cash and equity grants in the prior year (including with Seller, a Selling Entity, a Transferred Entity or any of their respective Affiliates) and title or position (the “Employee List”). At least three (3) Business Days prior to the Closing Date, Seller shall provide Buyers with a revised version of the Employee List that reflects information that is current as of ten (10) or fewer Business Days prior to the Closing Date. Notwithstanding the foregoing, Seller may anonymize or aggregate the foregoing data to the extent that Seller reasonably determines is necessary to comply with any applicable Laws relating to data privacy. (b) Prior to the date hereof, Seller has provided to Buyers a true, accurate and complete list, current as of ten (10) or fewer days prior to the date hereof, of each Business Employee who is on or has accepted an international assignment or transfer, identifying the name of each such Business Employee, the country of each such Business Employee’s international assignment or transfer and the benefits under any international assignment and transfer policies of Seller being provided to each such Business Employee (the “International Transferee List”). (c) Neither Seller nor its Affiliates, including the Selling Entities and Transferred Entities, as each relates to the Business Employees, is a party to, currently negotiating in connection with entering into, or is otherwise bound by any collective bargaining agreement, collective agreement, works council or other similar agreements with a union, trade union, council of trade unions, employee bargaining agency, affiliated bargaining agent or other labor organization, and there are no labor unions or other organizations or groups representing, purporting to represent or attempting to represent any employees employed by any of the Transferred Entities, including by way of certification, interim certification, voluntary recognition or succession rights, except as set forth in Section 2.15(c)

Employees, Labor Matters, etc. (a) Prior to the date hereof, Seller has provided to Buyers a true, accurate and complete list, current as of ten (10) On or fewer days prior to the date hereof, of Sellers delivered to Buyer a list (the name “Census”) of each Business EmployeeEmployee as of the date of this Agreement and each such Person’s: (i) employee ID, including such employee’s (ii) job title or position, (iii) work location (city, state (where applicable) and country), (iv) employing entity, identification number(v) hourly rate or annual base salary (as applicable), position(vi) hire date, union affiliation, (vii) employment status as active or on leave (including type of leave and anticipated date of hirereturn), start date of services(viii) classification by the Sellers and their Controlled Entities as exempt or non-exempt under applicable wage and hour laws, work location(ix) full or part time status, wage rate(x) current year annual cash incentive compensation opportunities, current base compensation, (xi) any other cash and equity bonus opportunity for the current year, actual cash and equity grants in the prior year incentive (including with Sellercommissions), a Selling Entity, a Transferred Entity and (xii) any equity or any of their respective Affiliates) and title or position equity based compensation (the “Employee List”including vesting schedules). At least three (3) Business Days prior to the Closing Date, Seller shall provide Buyers with a revised version of the Employee List that reflects information that is current as of ten (10) or fewer Business Days prior to the Closing Date. Notwithstanding the foregoing, Seller may anonymize or aggregate the foregoing data to the extent that Seller reasonably determines is necessary to comply with any applicable Laws relating to data privacy. (b) Prior The Transferred Subsidiaries and, with respect to the date hereofBusiness and/or Business Employees, Seller has provided Sellers or any other Controlled Affiliates thereof, are neither party to Buyers nor otherwise bound by any Labor Agreements. There are no labor unions, works councils or other labor organizations or groups representing any Business Employee or any other current employee who performs services for a trueTransferred Subsidiary or the Business. There are no Labor Agreements that pertain to any Business Employee or any other current or former employee who performs or performed services for a Transferred Subsidiary or the Business. No union, accurate and complete listworks council, current as labor organization, or group of ten (10) or fewer days prior employees of any Transferred Subsidiary, or, with respect to the date hereofBusiness, Sellers or any other Controlled Affiliates (“Labor Organization”) has made a demand for recognition and there are no representation proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of each Sellers, threatened to be brought or filed with the National Labor Relations Board or other labor relations tribunal relating to the Business Employee who Employees or the Business. There is on no, and for the last three (3) years there has been no, material organizing activity involving any Business Employees, Transferred Subsidiary or has accepted an international assignment the Business pending or transferthreatened by any Labor Organization. There is no pending or threatened labor arbitration, identifying unfair labor practice charge, material labor grievance, strike, handbilling, slowdown, picketing, work stoppage, lockout, or other similar labor activity or dispute by, against or affecting the name of each such Business EmployeeTransferred Subsidiaries, the country of each such Business Employee’s international assignment or transfer and the benefits under any international assignment and transfer policies of Seller being provided to each such Business Employee (the “International Transferee List”)Employees. (c) Neither Seller nor its AffiliatesThe Transferred Subsidiaries and, including the Selling Entities and Transferred Entities, as each relates with respect to the Business and/or Business Employees, is a party toSellers and all other Controlled Affiliates thereof, currently negotiating are and for the past three (3) years have been in material compliance with all applicable Laws respecting labor and/or employment, including Laws regarding hiring, background checks, employment, child labor, reductions in force, termination of employment, plant closings, mass layoffs, employment discrimination, pay equity, harassment, retaliation, reasonable accommodations, leaves of absence, terms and conditions of employment, compensation, wages, hours of work, worker classification (including classification of independent contractors and other non-employee workers and the classification of employees as exempt under the Fair Labor Standards Act and applicable state or local Laws) and payment, disability rights or benefits, equal opportunity, affirmative action, workers’ compensation, occupational health and safety, unemployment insurance, immigration and authorization to work (including Form I-9 requirements and any applicable E-Verify obligations) and Data Privacy Obligations with respect to all current and former employees, independent contractors, and contingent workers. (d) The Transferred Subsidiaries and, with respect to the Business and/or Business Employees, Sellers and any other Controlled Affiliates thereof, are not delinquent in payments to any Business Employees or any other current or former employees of the Transferred Subsidiaries for any services or amounts required to be reimbursed or otherwise paid. (e) There are no, and in the past three (3) years there has been no, pending or threatened Litigation against the Transferred Subsidiaries or, with respect to the Business and/or Business Employees, Sellers or any other Controlled Affiliates thereof, in connection with entering intothe employment or termination of employment of any Business Employee or applicant to become an employee of a Transferred Subsidiary or the Business, or is otherwise bound by any collective bargaining agreement, collective agreement, works council other current or former employee or other similar service provider who performs or performed services for a Transferred Subsidiary or the Business concerning alleged employment discrimination, harassment, retaliation, occupational safety and health, leave of absence, wrongful termination, failure to employ, breach of contract, equal pay, meals and break periods, misclassification of exempt employees or independent contractors, unfair labor practices, failure to pay wages or overtime, or any other labor- or employment-related matters. (f) To the Knowledge of Sellers, no Business Employee is subject to any contract, license, covenant, commitment, or other agreement or subject to any judgment, decree or order of any court or administrative agency, that would interfere with such Business Employee’s ability to promote the interest of the Business or that would conflict with the conduct of the Business as currently conducted and contemplated to be conducted by the Transferred Subsidiaries. (g) Sellers and their Controlled Affiliates have complied in all material respects with all applicable immigration and work eligibility Laws including, but not limited to, the Immigration Reform and Control Act of 1986, the Immigration Act of 1990, and the Illegal Immigration Reform and Immigration Responsibility Act of 1996, governing verification of the identity and lawful work authorization of employees. Sellers and their Controlled Affiliates are in possession of a Form I-9 for each Business Employee, which has been completed and retained in all material respects in accordance with the requirements of applicable Laws. (h) In the past three (3) years, no material sexual harassment, sexual misconduct or assault allegations have been made or threatened by or against any Business Employee or any other current or former officer, director, or employee of or other individual service provider providing services for the Transferred Subsidiaries or the Business. The Transferred Subsidiaries and, with respect to the Business and/or Business Employees, Sellers or any other Controlled Affiliates thereof, have not entered into any settlement agreements with a unionregard to any alleged sexual harassment, trade unionsexual misconduct, council or assault by or against any Business Employee or any other current or former officer, director or employee of trade unions, employee bargaining agency, affiliated bargaining agent or other labor organization, and there are no labor unions or other organizations or groups representing, purporting to represent or attempting to represent any employees employed by any of individual service provider providing services for the Transferred Entities, including by way of certification, interim certification, voluntary recognition Subsidiaries or succession rights, except as set forth in Section 2.15(c)the Business.

Employees, Labor Matters, etc. (a) Prior to the date hereof, Seller has provided to Buyers a true, accurate and complete list, current as of ten (10Schedule 3.12(a) or fewer days prior to the date hereof, of the name Disclosure Letter sets forth a complete and accurate list of each Business Employeethe Employees and individual independent contractors of the Business, their name, title or position (including such employee’s employing entity, identification number, position, union affiliationwhether full-time or part-time), date of hire, start date of servicescurrent annual base salary or hourly wages, work locationcommission, wage rate, current base compensation, cash bonus entitlement or other incentive-based compensation and equity bonus opportunity for the current year, actual cash and equity grants in the prior year (including with Seller, a Selling Entity, a Transferred Entity whether they are subject to an employment agreement or any of their respective Affiliates) and title or position (the “Employee List”). At least three (3) Business Days prior to the Closing Date, Seller shall provide Buyers with a revised version of the Employee List that reflects information that is current as of ten (10) or fewer Business Days prior to the Closing Date. Notwithstanding the foregoing, Seller may anonymize or aggregate the foregoing data to the extent that Seller reasonably determines is necessary to comply with any applicable Laws relating to data privacyoffer letter. (b) Prior to the date hereof, Seller The Business is not and has provided to Buyers a true, accurate and complete list, current as of ten (10) or fewer days prior to the date hereof, of each Business Employee who is on or has accepted an international assignment or transfer, identifying the name of each such Business Employee, the country of each such Business Employee’s international assignment or transfer and the benefits under any international assignment and transfer policies of Seller being provided to each such Business Employee (the “International Transferee List”). (c) Neither Seller nor its Affiliates, including the Selling Entities and Transferred Entities, as each relates to the Business Employees, is not ever been a party to, currently negotiating in connection with entering into, to or is otherwise bound by any collective bargaining agreement, collective agreement, works council no union organizing activity involving the Employees is pending or other similar agreements with a union, trade union, council of trade unions, employee bargaining agency, affiliated bargaining agent or other labor organizationthreatened, and there are no labor unions or other organizations or groups representing, purporting to represent or attempting to represent any employees employed by any individuals who are Employee. Since January 1, 2016, there has not occurred or, to the Knowledge of the Transferred EntitiesSeller, including by way been threatened, any strike, slowdown, picketing, work stoppage, lockout, concerted refusal to work overtime or other job action with respect to or relating to the Business. There are no employment or labor disputes currently subject to any grievance procedure, arbitration or litigation or, to the Knowledge of certificationthe Seller, interim certificationthreatened with respect to or relating to the Business nor does the Seller have Knowledge of grounds for any such actions. (c) The Seller is, voluntary recognition and has been since January 1, 2016, in compliance in all material respects with all applicable Laws relating to employment and labor, including, all such Laws relating to classification, wages, hours, overtime compensation, the Fair Labor Standards Act, the federal Worker Adjustment and Retraining Notification Act and any similar state or succession local “mass layoff’ or “plant closing” law (collectively, the “WARN Act”), civil rights, except discrimination, harassment, retaliation, immigration, health and safety, workers’ compensation, leaves of absence, disability rights or benefits, equal opportunity, labor relations, the collection and payment of withholding and employment Taxes, and unemployment insurance (collectively, “Labor Laws”). Except as set forth on Schedule 3.12(c) of the Disclosure Letter, there has been no “mass layoff” or “plant closing” under the WARN Act with respect to the Business within the six-month period immediately preceding the Closing. (d) Since January 1, 2016, the Business has not received notice of: (i) any unfair labor practice charge or complaint against the Business pending before the National Labor Relations Board or any other Governmental Authority; (ii) any charge or complaint against the Business pending before the Equal Employment Opportunity Commission or any other Governmental Authority responsible for the prevention of unlawful employment practices; or (iii) any complaint or lawsuit against the Business alleging employment discrimination or violations of occupational safety and health requirements pending before a court of competent jurisdiction. (e) No individual who has performed services for the Business has been improperly excluded from participation in Section 2.15(c)any Seller Benefit Plan since January 1, 2016 and Seller has no Liability with respect to the misclassification since January 1, 2016 of any person as an independent contractor rather than as an employee, or as exempt rather than as non-exempt. (f) All compensation, including wages, commissions and bonuses payable to Employees or independent contracts of the Business for services performed on or prior to the date hereof have been paid in full or properly accrued by the Seller.

Employees, Labor Matters, etc. (a) Prior Promptly following the date of this Agreement, Sellers and the Shareholders will deliver to the date hereofBuyers' Representative a complete and correct list of all Persons currently employed by any Seller or who currently serve as a consultant to any Seller, and a description of all compensation, including bonus arrangements, and employee and retiree benefit plans or arrangements applicable to such employees or consultants. Such list shall also set forth a complete and correct list of the total number of Persons employed by the Sellers on a seasonal or other temporary basis in each of 1996 and 1997, the location or locations where such Persons were employed, and a description of all compensation, including bonus arrangements, and employee and retiree benefit plans or arrangements applicable to such Persons. The total amount of consideration (including bonus arrangements and employee and retiree benefit plans and arrangements) projected to be paid to employees and consultants of Sellers in 1998 (without regard to any additional employees and consultants who may be added during 1998), will not represent an aggregate increase or more than 10% over the total amount of consideration paid in 1997. No Seller has provided is a party to any agreement or arrangement, written or oral, with salaried or non-salaried Employee or any consultant, except as disclosed on such list and except for Plans described on Schedule 5.15(a). No Seller is a party to or is bound by any employment agreement with any Person, except for agreements disclosed in writing to Buyers a true, accurate and complete list, current as of ten (10) or fewer days prior to the date hereof, and all other employees of Sellers are employees at will, who, subject to foreign Applicable Laws, may be terminated at any time without cause and without the name payment of each Business Employee, including such employee’s employing entity, identification number, position, union affiliation, date of hire, start date of services, work location, wage rate, current base compensation, cash and equity bonus opportunity any severance or termination amounts (except for any severance or termination payments arising under the current year, actual cash and equity grants employment agreements that have been disclosed to Buyers in the prior year (including with Seller, a Selling Entity, a Transferred Entity or any of their respective Affiliates) and title or position (the “Employee List”). At least three (3) Business Days writing prior to the Closing Date, Seller shall provide Buyers with a revised version of the Employee List that reflects information that is current as of ten (10) or fewer Business Days prior to the Closing Date. Notwithstanding the foregoing, Seller may anonymize or aggregate the foregoing data to the extent that Seller reasonably determines is necessary to comply with any applicable Laws relating to data privacydate hereof). (b) Prior to the date hereof, No Seller has provided to Buyers a true, accurate and complete list, current as of ten (10) or fewer days prior to the date hereof, of each Business Employee who is on or has accepted an international assignment or transfer, identifying the name of each such Business Employee, the country of each such Business Employee’s international assignment or transfer and the benefits under any international assignment and transfer policies of Seller being provided to each such Business Employee (the “International Transferee List”). (c) Neither Seller nor its Affiliates, including the Selling Entities and Transferred Entities, as each relates to the Business Employees, is a party to, currently negotiating in connection with entering into, to or is otherwise bound by any collective bargaining agreement, collective agreement, works council or other similar agreements with a union, trade union, council of trade unions, employee bargaining agency, affiliated bargaining agent or other labor organizationagreement, and 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 Employees. Since January 1, 1995, there has not occurred or been threatened any strike, slowdown, picketing, work stoppage, concerted refusal to work overtime or other similar labor activity with respect to any of the Transferred EntitiesEmployees. (c) There are no labor disputes currently subject to any grievance procedure, including arbitration or litigation, including, without limitation, any pending complaint filed with the Equal Employment Opportunity Commission. Sellers have each complied in all material respects with all Applicable Laws pertaining to the employment or termination of employment of the Em- ployees, including, without limitation, all such Applicable Laws relating to labor relations, equal employment opportunities, fair employment prac- tices, occupational safety and health, prohibited discrimination or distinction and other similar employment activities. No Seller is the subject of any pending notice issued by way the Office of certification, interim certification, voluntary recognition or succession rights, except as set forth in Section 2.15(c)Federal Contract Compliance.

Employees, Labor Matters, etc. (a) Prior Except as set forth in Section 2.15(a) of the Seller Disclosure Letter, none of Sellers, the Companies or the Transferred Subsidiaries is, with respect to the Transferred Employees or the Transferred Seller Employees, a party to or otherwise bound by any Collective Agreement, no Transferred Employee nor any Transferred Seller Employee is subject to or covered by any such agreement; and, as of the date hereof, there are no labor unions, works councils or other similar organizations or groups representing or, to the Knowledge of Sellers, purporting or attempting to represent any Transferred Employee or Transferred Seller has provided to Buyers a true, accurate Employee. True and complete list, current as copies of ten (10each Collective Agreement set forth in Section 2.15(a) or fewer days of the Seller Disclosure Letter have been made available to Buyer prior to the date hereof, of the name of each Business Employee, including such employee’s employing entity, identification number, position, union affiliation, date of hire, start date of services, work location, wage rate, current base compensation, cash and equity bonus opportunity for the current year, actual cash and equity grants in the prior year (including with Seller, a Selling Entity, a Transferred Entity or any of their respective Affiliates) and title or position (the “Employee List”). At least three (3) Business Days prior to the Closing Date, Seller shall provide Buyers with a revised version of the Employee List that reflects information that is current as of ten (10) or fewer Business Days prior to the Closing Date. Notwithstanding the foregoing, Seller may anonymize or aggregate the foregoing data to the extent that Seller reasonably determines is necessary to comply with any applicable Laws relating to data privacy. (b) Prior to Section 2.15(b) of the date hereof, Seller has provided to Buyers Disclosure Letter sets forth a true, accurate true and complete listlist of all employment or severance agreements with any Transferred Employee and/or any Transferred Seller Employee with respect to (a) any executive officer or corporate officer of any Company or Transferred Subsidiary or (b) any other current employee whose annual base compensation during the current fiscal year will exceed $150,000 and which may not be terminated at will, current as or by giving notice of ten ninety (1090) days or fewer days less, without an obligation to pay severance, termination or notice pay, other than severance or termination pay required by applicable Law or an applicable collective bargaining agreement. Correct and complete copies of the Contracts listed on Section 2.15(b) of the Seller Disclosure Letter have been made available to Buyer prior to the date hereof, of each Business Employee who is on or has accepted an international assignment or transfer, identifying the name of each such Business Employee, the country of each such Business Employee’s international assignment or transfer and the benefits under any international assignment and transfer policies of Seller being provided to each such Business Employee (the “International Transferee List”). (c) Neither Seller nor its AffiliatesSince January 1, including the Selling Entities and Transferred Entities2013, as each relates to the Business Employeesthere have been no strikes, is a party toslowdowns, currently negotiating in connection with entering intopickets or work stoppages by, or is otherwise bound by any collective bargaining agreementlockouts of, collective agreement, works council or other similar agreements with a uniontrade union or labor activities or organizing campaigns, trade union, council of trade unions, employee bargaining agency, affiliated bargaining agent material grievances or other material labor organizationdisputes with respect to, and there are no labor unions or other organizations or groups representing, purporting to represent or attempting to represent any employees employed by of any Company or any Transferred Subsidiary or any Transferred Employee and, to the Knowledge of Sellers, none are threatened as of the date hereof. (d) Since January 1, 2013, neither the Company nor any of the Transferred EntitiesSubsidiaries has implemented any employee layoffs implicating the Worker Adjustment and Retraining Notification Act of 1988, including the Trade Union and Labour Relations (consolidation) Xxx 0000 or any similar Law (including, without limitation, California Labor Code ss. 1400 et seq.) (collectively, the “WARN Act”) for which any Company or Transferred Subsidiary could have any remaining material liability. (e) Each of the Seller, the Companies and the Transferred Subsidiaries are, and since January 1, 2013 have remained, with respect to the Transferred Employees and the Transferred Seller Employees, in compliance in all material respects with all applicable Laws (and applicable collective bargaining agreements) relating to labor, employment, fair employment practices, and terms and conditions of employment. To the Knowledge of Sellers, since January 1, 2013, neither the Companies nor any Transferred Subsidiary has experienced any attempt by way organized labor to cause any Company or any Transferred Subsidiary to comply with or conform to the demands of certificationorganized labor relating to non-represented employees of any Company or any Transferred Subsidiary. (f) Except as would not result in material liability to BEI France, interim certification, voluntary recognition there is no individual who may be entitled to claim that his or succession rights, except as set forth her current or former consulting or contractor relationship with BEI France constitutes an employee-employer relationship. The representations and warranties contained in this Section 2.15(c)2.15(f) shall apply solely with respect to BEI France.