Common use of Employees; Labor Relations Clause in Contracts

Employees; Labor Relations. (a) Section 4.17(a)(i) of the Disclosure Schedule contains a complete and accurate list as of the Agreement Date of the name of each current employee of the Company, together with the following for each employee: (i) date of hire; (ii) position; (iii) location of employment (city/town and state); (iv) annual base salary or hourly wage rate; (v) any incentive or bonus arrangement with respect to such person; (vi) any benefits; (vii) any promises or commitments made to them with respect to changes or additions to their compensation or benefits; (viii) current accrued but unused vacation/paid time off; (ix) whether classified as exempt or non-exempt for wage and hour purposes; (x) average scheduled hours per week; (xi) any visa or work permit status and the date of expiration, if applicable; (xii) whether paid on a commission basis and the employee’s potential commission; and (xiii) status (i.e., active or inactive and if inactive, the type of leave and estimated duration). The Company is not delinquent in payments to any of its employees or Contingent Workers for any wages, salaries, commissions, bonuses, fees or other direct compensation for any services performed for the Company or amounts required to be reimbursed to such employees or Contingent Workers. No labor union, labor organization, or any representative thereof represents, or has made any attempt to organize or represent, employees or Contingent Workers of the Company. The Company is not a party to any collective bargaining agreements, work rules or practices, letters of understanding or similar agreements with any labor union, labor organization, or other person purporting to act as exclusive bargaining representative of any employees or Contingent Workers. There are no strikes or lockouts or work stoppages or slowdowns pending or, to the Knowledge of the Company, threatened against or affecting the Business of the Company. The Company is not currently engaged in any negotiation with any labor union, labor organization, or other person purporting to act as exclusive bargaining representative of any employees or Contingent Workers. The Company has not engaged in any unfair labor practice. Since the Company’s formation, no officer’s or employee’s employment with the Company has been terminated by the Company for any reason and no discussions in which the Company has participated have been held relating to such possible termination.

Employees; Labor Relations. (a) Section 4.17(a)(iSchedule 6.15(a) contains a true and complete list of (i) all of the Disclosure Schedule contains a complete and accurate list as of the Agreement Date of the name of each current employee officers of the Company, together with the following for each employee: (i) specifying their position, annual rate of compensation, date of hire; , work location and the allocation of amounts paid and other benefits provided to each of them, respectively, and any other information reasonably requested by the Purchasers and (ii) all of the employees (whether full-time, part-time or otherwise), consultants and independent contractors of the Company as of the date hereof, specifying their position; (iii) location , annual salary, date of hire, work location, terms of compensation and the allocation of amounts paid and other benefits provided to each of them, respectively, consulting or other independent contractor fees, together with an appropriate notation next to the name of any officer or other employee on such list who is subject to any written Employment Agreement or any other written term sheet or other document describing the terms or conditions of employment (city/town of such employee or of the rendering of services by such independent contractor and stateany other information reasonably requested by the Purchasers. Except as set forth on Schedule 6.15(a); (iv) annual base salary or hourly wage rate; (v) any incentive or bonus arrangement with respect to such person; (vi) any benefits; (vii) any promises or commitments made to them with respect to changes or additions to their compensation or benefits; (viii) current accrued but unused vacation/paid time off; (ix) whether classified as exempt or non-exempt for wage and hour purposes; (x) average scheduled hours per week; (xi) any visa or work permit status and the date of expiration, if applicable; (xii) whether paid on a commission basis and the employee’s potential commission; and (xiii) status (i.e., active or inactive and if inactive, the type of leave and estimated duration). The Company is not delinquent in payments to any of its employees or Contingent Workers for any wages, salaries, commissions, bonuses, fees or other direct compensation for any services performed for the Company or amounts required to be reimbursed to such employees or Contingent Workers. No labor union, labor organization, or any representative thereof represents, or has made any attempt to organize or represent, employees or Contingent Workers of the Company. The Company is not a party to or bound by any collective bargaining agreements, work rules Employment Agreement (whether written or practices, letters of understanding or similar agreements with any labor union, labor organization, or other person purporting to act as exclusive bargaining representative of any employees or Contingent Workers. There are no strikes or lockouts or work stoppages or slowdowns pending or, to the Knowledge of the Company, threatened against or affecting the Business of the Companyoral). The Company is not currently engaged in any negotiation with any labor unionhas provided to the Purchasers true, labor organization, or other person purporting to act as exclusive bargaining representative correct and complete copies of any employees or Contingent Workerseach such Employment Agreement. The Company has not engaged in received a claim from any unfair labor practice. Since Governmental Entity to the Company’s formation, no officer’s or employee’s employment with effect that the Company has been terminated by the Company for improperly classified as an independent contractor any reason and no discussions in which person named on Schedule 6.15(a). Except as set forth on Schedule 6.15(a), the Company has participated not made any written or verbal commitments to any officer, employee, former employee, consultant or independent contractor of the Company with respect to compensation, promotion, retention, termination, severance or similar matters in connection with the Merger or any of the other transactions contemplated hereby or otherwise. To the extent any employee is on a leave of absence, Schedule 6.15(a) indicates the names of the employee, the nature of such leave of absence and such employee’s anticipated date of return to active employment. Schedule 6.15(a) also indicates the information described in the previous sentence for employees who have been held relating requested a leave of absence or who at the Closing Date are expected to be on a leave of absence. Schedule 6.15(a) also sets forth the name of any employee who is eligible to request FMLA leave as of the Closing Date and the amount of FMLA leave utilized by each such employee during the current leave year, each employee who will be on FMLA leave at the Closing Date and his or her job title and description, salary and benefits, each employee who has requested FMLA leave to begin after the Closing Date, a description of the leave requested and a copy of all notices provided to such possible terminationemployees regarding that leave. To the Knowledge of the Seller, none of the employees listed on Schedule 6.15(a) has any plans or intends to terminate his or their employment or engagement and except as set forth on Schedule 6.15(a) no former officer, director or key employee has left the service of the Company within the last six (6) months.

Employees; Labor Relations. (a) Section 4.17(a)(iSchedule 7.21(a) contains a true and complete list of (i) all of the Disclosure Schedule contains a complete officers of each Purchaser, specifying their position, annual rate of compensation, date of hire, work location and accurate list the allocation of amounts paid and other benefits provided to each of them, respectively, and any other information reasonably requested by the Seller and (ii) all of the employees (whether full-time, part-time or otherwise), consultants and independent contractors of each Purchaser as of the Agreement Date date hereof, specifying their position, annual salary, date of hire, work location, terms of compensation and the allocation of amounts paid and other benefits provided to each of them, respectively, consulting or other independent contractor fees, together with an appropriate notation next to the name of each current any officer or other employee on such list who is subject to any written Employment Agreement or any other written term sheet or other document describing the terms or conditions of employment of such employee or of the Companyrendering of services by such independent contractor and any other information reasonably requested by the Seller. Except as set forth on Schedule 7.21(a), together with no Purchaser is a party to or bound by any Employment Agreement (whether written or oral). The Purchasers have provided to the following for Seller true, correct and complete copies of each such Employment Agreement. No Purchaser has received a claim from any Governmental Entity to the effect that such Purchaser has improperly classified as an independent contractor any person named on Schedule 7.21(a). Except as set forth on Schedule 7.21(a), no Purchaser has made any written or verbal commitments to any officer, employee: (i) date of hire; (ii) position; (iii) location of employment (city/town and state); (iv) annual base salary , former employee, consultant or hourly wage rate; (v) any incentive or bonus arrangement independent contractor with respect to compensation, promotion, retention, termination, severance or similar matters in connection with the Merger or any of the other transactions contemplated hereby or otherwise. To the extent any employee is on a leave of absence, Schedule 7.21(a) indicates the names of the employee, the nature of such person; (vileave of absence and such employee’s anticipated date of return to active employment. Schedule 7.21(a) any benefits; (viialso indicates the information described in the previous sentence for employees who have requested a leave of absence or who at the Closing Date are expected to be on a leave of absence. Schedule 7.21(a) any promises or commitments made also sets forth the name of employee who is eligible to them with respect to changes or additions to their compensation or benefits; (viii) current accrued but unused vacation/paid time off; (ix) whether classified request FMLA leave as exempt or non-exempt for wage and hour purposes; (x) average scheduled hours per week; (xi) any visa or work permit status of the Closing Date and the date amount of expirationFMLA leave utilized by each such employee during the current leave year, if applicable; (xii) whether paid each employee who will be on FMLA leave at the Closing Date and his or her job title and description, salary and benefits, each employee who has requested FMLA leave to begin after the Closing Date, a commission basis description of the leave requested and the employee’s potential commission; and (xiii) status (i.e., active or inactive and if inactive, the type a copy of leave and estimated duration). The Company is not delinquent in payments to any of its employees or Contingent Workers for any wages, salaries, commissions, bonuses, fees or other direct compensation for any services performed for the Company or amounts required to be reimbursed all notices provided to such employees or Contingent Workersregarding that leave. No labor union, labor organization, or any representative thereof represents, or has made any attempt to organize or represent, employees or Contingent Workers of the Company. The Company is not a party to any collective bargaining agreements, work rules or practices, letters of understanding or similar agreements with any labor union, labor organization, or other person purporting to act as exclusive bargaining representative of any employees or Contingent Workers. There are no strikes or lockouts or work stoppages or slowdowns pending or, to To the Knowledge of the CompanyPurchasers, threatened against or affecting the Business none of the Company. The Company is not currently engaged in employees listed on Schedule 7.21(a) has any negotiation with any labor unionplans or intends to terminate his or their employment or engagement and except as set forth on Schedule 7.21(a) no former officer, labor organization, director or other person purporting to act as exclusive bargaining representative key employee has left the service of any employees or Contingent Workers. The Company has not engaged in any unfair labor practice. Since a Purchaser within the Company’s formation, no officer’s or employee’s employment with the Company has been terminated by the Company for any reason and no discussions in which the Company has participated have been held relating to such possible terminationlast six (6) months.

Employees; Labor Relations. (a) Section 4.17(a)(i4.19(a) of the Company Disclosure Schedule contains Letter attached hereto is a complete list of all of the Target Companies’ current employees (“Company Employees”) and accurate list Contingent Workers as of August 31, 2018, setting forth the Agreement Date of the name of each current employee of the Company, together with the following for each employee: (i) date of hire; name, (ii) position; title or position (including, for Contingent Workers, the role in the business), (iii) whether full-time or part-time, (iv) employer, (v) employment commencement date (or, for Contingent Workers, the date of commencement of services for any Target Company), (vi) location of employment (city/town e.g. city and state); (iv) annual base salary or hourly wage rate; (v) any incentive or bonus arrangement with respect to such person; (vi) any benefits; , (vii) any promises or commitments made to them with respect to changes or additions to their compensation or benefits; employee vs. Contingent Worker status, (viii) current accrued but unused vacation/paid time off; (ix) if employed, whether classified as exempt or non-exempt for under applicable wage and hour purposes; laws, (ix) for employees who are paid on a salary basis, annual base salary, (x) average scheduled hours per week; for employees paid on an hourly basis, regular hourly rate of pay, (xi) any visa or work permit status and the date of expiration, if applicable; (xii) whether for employees paid on a commission basis and the employee’s potential commission; and basis, commission plan/rate, (xii) for Contingent Workers, fee arrangement, (xiii) status bonus potential, (i.e.xiv) accrued vacation days or paid time off, active or inactive and if inactive(xv) total amount of bonus, severance and other amounts to be paid in connection with the type of leave and estimated duration). The transactions contemplated by this Agreement to each Company is not delinquent in payments to any of its employees Employee or Contingent Workers for any wages, salaries, commissions, bonuses, fees or other direct compensation for any services performed for Worker. Except as set forth in Section 4.19(a) of the Company or amounts required to be reimbursed to such employees or Contingent Workers. No labor unionDisclosure Letter, labor organization, or any representative thereof represents, or has made any attempt to organize or represent, employees none of the Company Employees or Contingent Workers of the CompanyTarget Companies are on short-term or long-term disability, military, medical or other leave. The Except as set forth in Section 4.19(a) of the Company is not a party Disclosure Letter, since August 31, 2018, (i) no Subject Person of the Target Companies has given notice of his or her intent to terminate such employment or engagement, and (ii) no notice of termination has been given to any collective bargaining agreements, work rules or practices, letters of understanding or similar agreements with any labor union, labor organization, or other person purporting to act as exclusive bargaining representative of any employees or Contingent WorkersSubject Person by the Target Companies. There are no strikes or lockouts or work stoppages or slowdowns pending or, to the Knowledge of the Company, threatened against or affecting the Business of the Company. The Company is not currently engaged in any negotiation with any labor union, labor organization, or other person purporting to act as exclusive bargaining representative of any employees or Contingent Workers. The Company has not engaged in any unfair labor practice. Since To the Company’s formationKnowledge, no officer’s Company Employee or employee’s employment Contingent Worker has, in connection with his or her performance of services on behalf of the Company has been terminated by the Company for Target Companies, breached any reason and no discussions in which the Company has participated have been held relating restrictive covenant that he or she owes to such possible termination.any third party. As used herein, “