Common use of Labor and Other Employment Matters Clause in Contracts

Labor and Other Employment Matters. (a) The Company and each Company Subsidiary is in compliance in all material respects with all applicable Laws with respect to labor, employment, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety and health, plant closings, wages and hours and immigration, including all such Laws relating to wages, hours, the Worker Adjustment and Retraining Notification Act and any similar state or local “mass layoff” or “plant closing” Law, collective bargaining, discrimination, civil rights, affirmative action, safety and health, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax. (b) Neither the Company nor any Company Subsidiary is a party or subject to any labor union or collective bargaining agreement, and, to the Company’s knowledge, none of the Company’s or any Company Subsidiary’s personnel are represented by a labor organization and no organizational effort is presently being made or threatened by or on behalf of any labor union with respect to the employees of the Company or any Company Subsidiary. There are no pending or, to the knowledge of the Company, threatened labor disputes, strike, lock-out, work stoppages, requests for representation, pickets or work slow-downs against the Company or any Company Subsidiary, nor has such event or labor difficulty occurred within the past three (3) years. (c) There are no unfair labor practice charges, grievances or complaints filed or, to the Company’s knowledge, threatened by or on behalf of any Company Employee or group of Company Employees. (d) Except as set forth in Section 4.11(d) of the Company Disclosure Letter, there are no pending or, to the knowledge of the Company, threatened material investigations, claims, charges, audits, complaints or proceedings against the Company or any Company Subsidiary by or before any Governmental Authority involving any applicant for employment, any current or former Company Employee or any class of the foregoing.

Labor and Other Employment Matters. (a) The Company and each Company Subsidiary is in compliance in all material respects with all applicable Laws with respect to respecting labor, employment, classification of employees, immigration, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety health and healthsafety, plant closings, compensation and benefits and wages and hours hours. Section 3.12(a) of the Company Disclosure Schedule sets forth the names and immigrationcurrent annual salary rates or current hourly wages, bonus opportunity, hire date, credited service, accrued vacation or paid-time-off, principal work location and leave status of all present employees of the Company and each such employee’s status as being exempt or nonexempt from the application of state and federal wage and hour Laws applicable to employees who do not occupy a managerial, administrative, or professional position. (b) The Company has paid in full all liabilities then due and payable in respect of all of its employees, including all such Laws relating to wagespremium contributions, hoursremittance and assessments for unemployment insurance, the Worker Adjustment and Retraining Notification Act and any similar state or local “mass layoff” or “plant closing” Lawemployer health tax, collective bargaining, discrimination, civil rights, affirmative action, safety and healthincome tax, workers’ compensation and the collection any liabilities under any other employment-related legislation, accrued wages, taxes, salaries, commissions, bonuses, benefits, compensation and payment of withholding and/or social security Taxes and any similar Taxemployee benefit plan payments. (bc) Neither the The Company nor any Company Subsidiary is not and has not been a party or subject to any labor union collective bargaining, employee association or collective bargaining agreementworks council or similar Contract, andand there are not, to the Company’s knowledge, none knowledge of the Company’s , any union, employee association or works council organizing activities concerning any Company Subsidiary’s personnel are represented by a labor organization and no organizational effort is presently being made or threatened by or on behalf of any labor union with respect to the employees of the Company or any Company SubsidiaryCompany. There are no unfair labor practice charges pending before the National Labor Relations Board or any other Governmental Entity, or any Actions which are pending or, to the knowledge of the Company, threatened labor disputes, strike, lock-out, work stoppages, requests for representation, pickets or work slow-downs against the Company or any Company Subsidiary, nor has such event or labor difficulty occurred within the past three (3) years. (c) There are no unfair labor practice charges, grievances or complaints filed or, to the Company’s knowledge, threatened by or on behalf of any employees of the Company. The Company Employee has not recognized (or group done any act which might be construed as recognition of) any trade union, whether voluntarily or in terms of Company Employees. (d) Except any statutory procedure as set forth out in Section 4.11(d) of the Company Disclosure Letterany applicable Law. Since January 1, 2018, there are have been no labor strikes, slowdowns, work stoppages, picketing, negotiated industrial actions or lockouts pending or, to the knowledge of the Company, threatened material investigationsthreatened, claimsagainst the Company. (d) In the three years prior to the date of this Agreement, charges, audits, complaints the Company has not effectuated (i) a “plant closing” (as defined in the Worker Adjustment and Retraining Notification Act (the “WARN Act”) or proceedings against any similar Law) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of the Company or any Company Subsidiary by or before any Governmental Authority involving any applicant for employment(ii) a “mass layoff” (as defined in the WARN Act, any current or former Company Employee or any class similar Law) affecting any site of employment or facility of the foregoingCompany. (e) Section 3.12e) of the Company Disclosure Schedule contains a list of all natural persons that are independent contractors, consultants, agents or agency employees currently engaged by the Company, along with the position, date of retention and rate of remuneration for each such individual. Except as set forth in Section 3.12(e) of the Company Disclosure Schedule, the Company does not engage or retain any independent contractors, consultants, agents or agency employees (that are natural persons). (f) The employees of the Company have been, and currently are, properly classified under the Fair Labor Standards Act of 1938, as amended, and under any similar Law of any state or other jurisdiction applicable to such employees. Any Persons now or heretofore engaged by the Company as consultants or contract laborers or independent contractors, rather than employees, have been properly classified as such, are not entitled to any compensation or benefits to which regular, full-time employees are or were at the relevant time entitled, were and have been engaged in accordance with all applicable Laws, and have been treated accordingly and appropriately for all Tax purposes.

Labor and Other Employment Matters. (a) The Company Parent and each Company Subsidiary of its Subsidiaries is in material compliance in all material respects with all applicable Laws with respect to respecting labor, employment, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety and healthsafety, plant closings, and wages and hours and immigration, including all such Laws relating to wages, hours, except where the Worker Adjustment and Retraining Notification Act and any similar state failure to so comply would not, individually or local “mass layoff” or “plant closing” Lawin the aggregate, collective bargaining, discrimination, civil rights, affirmative action, safety and health, workers’ compensation and have a Material Adverse Effect. Except as set forth in Section 4.11(a) of the collection and payment of withholding and/or social security Taxes and any similar Tax. (b) Neither the Company nor any Company Subsidiary is a party or subject to any labor union or collective bargaining agreement, and, to the Company’s knowledgeParent Disclosure Memorandum, none of the Company’s Parent or any Company Subsidiary’s personnel are represented by of its Subsidiaries is a labor organization and no organizational effort is presently being made party to any collective-bargaining agreement or threatened by or on behalf of any other labor union with respect contract applicable to persons employed by the Parent or any of its Subsidiaries. No labor unions or other organizations are representing, purporting to represent or attempting to represent any employees of the Company Parent, and no collective-bargaining agreement or other labor union contract is being negotiated by the Parent or any Company Subsidiaryof its Subsidiaries. There are is no labor dispute, strike, slowdown or work stoppage against the Parent or any of its Subsidiaries pending or, to the knowledge of the CompanyParent, threatened labor disputes, strike, lock-out, work stoppages, requests for representation, pickets or work slow-downs against the Company or any Company Subsidiarythreatened, nor has there been any such event or labor difficulty occurred within incident during the past three years. To the Parent’s knowledge, the Parent has not engaged in any unfair labor practices within the meaning of the National Labor Relations Act. To the Parent’s knowledge, no employee of the Parent or any of its Subsidiaries is in any material respect in violation of any term of any employment contract, non-disclosure agreement, non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Parent or such Subsidiary because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of others. (3b) yearsParent has identified in Section 4.11(b) of the Parent Disclosure Memorandum and, if written, has made available to the Company true and complete copies of all plans, programs, agreements and other arrangements of the Parent with or relating to its directors, officers, employees or consultants that contain change-in-control provisions. As of the date of this Agreement, no individual who is a party to an employment agreement listed in Section 4.10(a) of the Parent Disclosure Memorandum or any agreement containing change-in-control provisions with the Parent has terminated employment or been terminated, nor has any event occurred that could give rise to a termination event, in either case under circumstances that has given, or could reasonably be expected to give, rise to a severance obligation on the part of the Parent under such agreement. (c) There are no unfair Neither the Parent nor any of its Subsidiaries has violated any Law regarding the terms and conditions of employment of employees, former employees or prospective employees or other labor practice chargesrelated matters, grievances including Laws relating to discrimination, fair labor standards and occupational health and safety, wrongful discharge or complaints filed orviolation of the personal rights of employees, to former employees or prospective employees, except for any violations which do not have, and would not have, individually or in the aggregate, a Material Adverse Effect on the Company’s knowledge, threatened by or on behalf of any Company Employee or group of Company Employees. (d) Except as set forth in Section 4.11(d) There are no material liabilities, whether contingent or absolute, of the Company Disclosure Letter, there are no pending or, to the knowledge of the Company, threatened material investigations, claims, charges, audits, complaints or proceedings against the Company Parent or any Company Subsidiary of its Subsidiaries relating to workers’ compensation benefits that are not fully insured against by a bona fide third-party insurance carrier and all premiums required to be paid to date under such insurance policy or before any Governmental Authority involving any applicant for employment, any current or former Company Employee or any class of the foregoingfund have been paid.

Labor and Other Employment Matters. (a) The Company and each Company Subsidiary of its Subsidiaries is in compliance in all material respects with all applicable Laws with respect to respecting labor, employment, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety and healthsafety, plant closings, and wages and hours and immigration, including all such Laws relating to wages, hours, except where the Worker Adjustment and Retraining Notification Act and any similar state failure to so comply would not, individually or local “mass layoff” or “plant closing” Lawin the aggregate, collective bargaining, discrimination, civil rights, affirmative action, safety and health, workers’ compensation and the collection and payment have a Material Adverse Effect. None of withholding and/or social security Taxes and any similar Tax. (b) Neither the Company nor or any Company Subsidiary of its Subsidiaries is a party or subject to any collective-bargaining agreement or other labor union or collective bargaining agreement, and, contract applicable to persons employed by the Company’s knowledge. No labor unions or other organizations are representing, none of the Company’s purporting to represent or attempting to represent any Company Subsidiary’s personnel are represented by a labor organization and no organizational effort is presently being made or threatened by or on behalf of any labor union with respect to the employees of the Company or any of its Subsidiaries and no collective-bargaining agreement or other labor union contract is being negotiated by the Company Subsidiaryor any of its Subsidiaries. There are is no labor dispute, strike, slowdown or work stoppage against the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened threatened, nor has there been any such incident during the past three years. To the Company’s knowledge, the Company has not engaged in any unfair labor disputespractices within the meaning of the National Labor Relations Act. To the Company’s knowledge, strike, lock-out, work stoppages, requests for representation, pickets or work slow-downs against no employee of the Company or any of its Subsidiaries is in any material respect in violation of any term of any employment contract, non-disclosure agreement, non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company Subsidiaryor such Subsidiary because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of others. (b) The Company has identified in Section 3.11(b) of the Company Disclosure Memorandum and, if written, has made available to Parent true and complete copies of all plans, programs, agreements and other arrangements of the Company with or relating to its directors, officers, employees or consultants that contain change-in-control provisions. As of the date of this Agreement, no individual who is a party to an employment agreement listed in Section 3.10(a) of the Company Disclosure Memorandum or any agreement containing change-in-control provisions has terminated employment or been terminated, nor has any event occurred that could give rise to a termination event, in either case under circumstances that has given, or could reasonably be expected to give, rise to a severance obligation on the part of the Company under such event or labor difficulty occurred within the past three (3) yearsagreement. (c) There are no unfair Neither the Company nor any of its Subsidiaries has violated any Law regarding the terms and conditions of employment of employees, former employees or prospective employees or other labor practice chargesrelated matters, grievances including Laws relating to discrimination, fair labor standards and occupational health and safety, wrongful discharge or complaints filed orviolation of the personal rights of employees, to former employees or prospective employees, except for any violations which do not have, and would not have, individually or in the aggregate, a Material Adverse Effect on the Company’s knowledge, threatened by or on behalf of any Company Employee or group of Company Employees. (d) Except as set forth in Section 4.11(d) of the Company Disclosure Letter, there There are no pending ormaterial liabilities, to the knowledge whether contingent or absolute, of the Company, threatened material investigations, claims, charges, audits, complaints or proceedings against the Company or any Company Subsidiary of its Subsidiaries relating to workers’ compensation benefits that are not fully insured against by a bona fide third-party insurance carrier and all premiums required to be paid to date under such insurance policy or before any Governmental Authority involving any applicant for employment, any current or former Company Employee or any class of the foregoingfund have been paid.

Labor and Other Employment Matters. (a) The Company and each Company Subsidiary is in compliance in all material respects with all applicable Laws with respect to respecting labor, employment, immigration, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety and healthsafety, plant closings, employee classification, compensation and benefits, and wages and hours and immigration, including all such Laws relating to wages, hours, except where failure to so comply reasonably would not be expected, individually or in the aggregate, to result in material liability to the Company. (b) Except as set forth in Section 2.11(b) of the Seller Disclosure Schedule, there are no collective bargaining agreements or other labor union Contracts applicable to any Company employee in effect as of the date of this Agreement with respect to their employment with the Company, nor is any such agreement being negotiated. (c) In the past three (3) years, there have been no labor strikes, slowdowns, work stoppages, picketings, concerted refusal to work overtime, handbilling, demonstrations, leafletting, or lockouts against or involving the Company and none are pending, or, to the Knowledge of the Company, threatened. The Company is not a party to any agreement, arrangement or understanding, whether written or oral, with any union, trade union, works council or other employee representative body or any material number or category of its employees that would prevent or materially restrict or impede the consummation of the Contemplated Transactions. (d) To the Knowledge of the Company, no labor union, labor organization or works council has made a pending demand for recognition or certification to the Company, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending. (e) Except as would not, individually or in the aggregate reasonably be expected to result in a material liability to the Company, there is no unfair labor practice Proceeding pending against the Company before any Governmental Entity and there is no pending or, to the Knowledge of the Company, threatened grievance, charge, complaint, audit or investigation by or before any Governmental Entity with respect to any collective bargaining agreement or other labor union Contracts. (f) The Company has not incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act and the regulations promulgated thereunder, or any similar state or local “mass layoff” or “plant closing” Law, collective bargaining, discrimination, civil rights, affirmative action, safety and health, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Taxlaw that remains unsatisfied. (b) Neither the Company nor any Company Subsidiary is a party or subject to any labor union or collective bargaining agreement, and, to the Company’s knowledge, none of the Company’s or any Company Subsidiary’s personnel are represented by a labor organization and no organizational effort is presently being made or threatened by or on behalf of any labor union with respect to the employees of the Company or any Company Subsidiary. There are no pending or, to the knowledge of the Company, threatened labor disputes, strike, lock-out, work stoppages, requests for representation, pickets or work slow-downs against the Company or any Company Subsidiary, nor has such event or labor difficulty occurred within the past three (3) years. (c) There are no unfair labor practice charges, grievances or complaints filed or, to the Company’s knowledge, threatened by or on behalf of any Company Employee or group of Company Employees. (d) Except as set forth in Section 4.11(d) of the Company Disclosure Letter, there are no pending or, to the knowledge of the Company, threatened material investigations, claims, charges, audits, complaints or proceedings against the Company or any Company Subsidiary by or before any Governmental Authority involving any applicant for employment, any current or former Company Employee or any class of the foregoing.

Labor and Other Employment Matters. (a) The Company and each Company Subsidiary is of its Subsidiaries are in compliance in all material respects with all applicable Laws with respect to respecting labor, employment, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety and healthsafety, plant closings, and wages and hours and immigration, including all such Laws relating to wages, hours, the Worker Adjustment and Retraining Notification Act and any similar state or local “mass layoff” or “plant closing” Law, collective bargaining, discrimination, civil rights, affirmative action, safety and health, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax. (b) Neither the Company nor any Company Subsidiary is non-compliance with which should reasonably be expected to have a party or subject to any labor union or collective bargaining agreement, and, to the Company’s knowledge, none of the Company’s or any Company Subsidiary’s personnel are represented by a labor organization and no organizational effort is presently being made or threatened by or on behalf of any labor union with respect to the employees Material Adverse Effect. None of the Company or any of its Subsidiaries is a party to any collective bargaining or other labor union contract applicable to persons employed by the Company Subsidiaryor its Subsidiaries, and no collective bargaining agreement or other labor union contract is being negotiated by the Company or any of its Subsidiaries. There are is no labor dispute, strike, slowdown or work stoppage against the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened labor disputes, strike, lock-out, work stoppages, requests for representation, pickets or work slow-downs against which may interfere in any respect that would have a Material Adverse Effect with the Company or any Company Subsidiary, nor has such event or labor difficulty occurred within respective business activities of the past three (3) years. (c) There are no unfair labor practice charges, grievances or complaints filed or, to Company. To the Company’s knowledge, threatened by no employee of the Company or on behalf any of its Subsidiaries is in any material respect in violation of any term of any employment contract, non-disclosure agreement, non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company Employee or group such Subsidiary of the Company Employeesbecause of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of others. (db) The Company has identified in Section 4.11(b) of the Company Disclosure Schedule and has made available to Parent true and complete copies of (A) all severance and employment agreements with directors, officers or employees of or consultants to the Company or any of its Subsidiaries, (B) all severance programs and policies of the Company or any of its Subsidiaries with or relating to its employees, and (C) all plans, programs, agreements and other arrangements of the Company or any of its Subsidiaries with or relating to its directors, officers, employees or consultants which contain change in control provisions. Except as set forth in Section 4.11(d4.11(b) of the Company Disclosure LetterSchedule, there are no pending or, to the knowledge none of the Companyexecution and delivery of this Agreement or the consummation of the transactions contemplated hereby will (either alone or in conjunction with any other event, threatened material investigationssuch as termination of employment) (A) result in any payment (including, claimswithout limitation, chargesseverance, auditsunemployment compensation, complaints parachute or proceedings against otherwise) becoming due to any director or any employee of the Company or affiliates from the Company or any of its affiliates under any Company Subsidiary by Benefit Plan or before otherwise, (B) increase any Governmental Authority involving benefits otherwise payable under any applicant for employmentCompany Benefit Plan or (C) result in any acceleration of the time of payment or vesting of any material benefits. As of the Agreement Date, any current or former no individual who is a party to an employment agreement listed in Section 4.11(b) of the Company Employee Disclosure Schedule or any class agreement incorporating change in control provisions with the Company has terminated employment or been terminated, nor has any event occurred that could give rise to a termination event, in either case under circumstances that has given, or could give, rise to a severance obligation on the part of the foregoingCompany under such agreement.

Labor and Other Employment Matters. (a) The Except as would not reasonably be expected to result in material liability to the Company and Group, (i) each member of the Company Subsidiary Group is in compliance in all material respects with all applicable Laws with respect to respecting labor, employment, immigration, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety and healthsafety, plant closings, compensation and benefits, and wages and hours and immigration, including all such Laws relating to wages, hours, the Worker Adjustment and Retraining Notification Act and any similar state or local “mass layoff” or “plant closing” Law, collective bargaining, discrimination, civil rights, affirmative action, safety and health, workers’ compensation and the collection and payment (ii) there is no charge of withholding and/or social security Taxes and any similar Tax.discrimination in (b) Neither the The Company nor any Company Subsidiary has made available to Parent true and complete copies of all collective bargaining agreements and other labor union Contracts (including all amendments thereto) to which it is a party or subject that are applicable to any employees of any member of the Company Group (the “Company CBAs”) in effect as of the date of this Agreement with respect to their employment with a member of the Company Group. The consent of, consultation of or the rendering of formal advice by any labor union or collective bargaining agreementtrade union, andworks council, or any other employee representative body is not required for the Company to enter into this Agreement or to consummate any of the transactions contemplated thereby. (c) Except as would not reasonably be expected to result in material liability to the Company Group, as of the date of this Agreement: (i) no grievances, arbitrations or legal or administrative Proceedings which allege the violation of any Company CBA are pending; (ii) there are no labor strikes, slowdowns, work stoppages, picketings, negotiated industrial actions or lockouts pending or, to the Company’s knowledge, none knowledge of the Company’s or , threatened, against any Company Subsidiary’s personnel are represented by a labor organization and no organizational effort is presently being made or threatened by or on behalf of any labor union with respect to the employees member of the Company Group; (iii) to the knowledge of the Company, no labor union, labor organization or works council has made a pending demand for recognition or certification to any member of the Company Group, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to the knowledge of the Company, threatened to be brought or filed with any labor relations tribunal or authority; and (iv) there is no unfair labor practice charge against any member of the Company Group pending before the National Mediation Board or any Company Subsidiary. There are comparable labor relations authority and there is no pending or, to the knowledge of the Company, threatened labor disputesgrievance, strikecharge, lock-outcomplaint, work stoppages, requests for representation, pickets audit or work slow-downs against the Company or any Company Subsidiary, nor has such event or labor difficulty occurred within the past three (3) years. (c) There are no unfair labor practice charges, grievances or complaints filed or, to the Company’s knowledge, threatened by or on behalf of any Company Employee or group of Company Employees. (d) Except as set forth in Section 4.11(d) of the Company Disclosure Letter, there are no pending or, to the knowledge of the Company, threatened material investigations, claims, charges, audits, complaints or proceedings against the Company or any Company Subsidiary investigation by or before any Governmental Authority involving Entity with respect to any applicant for employment, any current or former Company Employee or any class of the foregoing.Service Providers in their capacities as such. 3.14