Common use of Labor; Employees Clause in Contracts

Labor; Employees. To the Company’s Knowledge, no executive, key employee, or group of employees has any plans to terminate employment with any Acquired Entity. Each Acquired Entity is in compliance with all of its employment contracts and all applicable federal, state and local labor and employment Laws, including those related to equal employment opportunity and affirmative action, labor relations, minimum wage, overtime, child labor, medical insurance continuation, worker adjustment and relocation notices, immigration controls and worker and unemployment compensation, where the failure to comply would constitute a Material Adverse Change. No Acquired Entity is a party to or bound by any collective bargaining Contract, nor has any of them experienced any strikes, grievances, claims of unfair labor practices, or other collective bargaining disputes. No Acquired Entity has committed any unfair labor practice (as determined under any Law). To the Company’s Knowledge, there is no organizational effort currently being made or Threatened by or on behalf of any labor union with respect to any Acquired Entity’s employees. No Acquired Entity has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar state or local Law within the last six months that remains unsatisfied. No later than five business days prior to the Closing Date, the Company shall provide Parent with a list setting forth the number of employees terminated from each site of employment of each Acquired Entity during the 90-day period ending on the Closing Date (which list shall not include any employees that may be terminated on the Closing Date at the direction of Parent) for reasons qualifying the termination as “employment losses” under WARN and the date of each such termination with respect to each termination; provided, that this sentence shall not apply with respect to any site of employment at which sufficient employees have not been employed at any time in such 90-day period for terminations of employment at such site to be subject to WARN. No Acquired Entity has any direct or indirect Liability with respect to any misclassification of any person as an independent contractor rather than as an employee, or with respect to any employee leased from another employer.

Labor; Employees. To (a) Schedule 3.22(a) of the CompanyDisclosure Letter sets forth an anonymised correct list of the employees of the Acquired Entities (determined as of the date of the list), which specifies each employee’s Knowledgename, no executivejob title or job description, key employeeannualized salary or base hourly wage rate, or group holiday entitlement, non-cash benefits, work location, employer, start date of employees has any plans employment and of continuous employment, if different, notice period required to terminate employment with any be given by employee and employer. (b) None of the Acquired Entity. Each Acquired Entity is in compliance with all of its employment contracts and all applicable federal, state and local labor and employment Laws, including those related to equal employment opportunity and affirmative action, labor relations, minimum wage, overtime, child labor, medical insurance continuation, worker adjustment and relocation notices, immigration controls and worker and unemployment compensation, where the failure to comply would constitute a Material Adverse Change. No Acquired Entity Entities is a party to or bound by any collective bargaining Contract, nor has agreement or other material contract or agreement with any labor organization or other representative of employees pertaining to current employees. (c) No trade union is recognized for collective bargaining purposes by any of them experienced the Acquired Entities and no request has been made pursuant to the Information and Consultation of Employees Regulations 2004. (d) None of the Acquired Entities has, within a period of one year before the date of this Agreement, given notice of any strikesredundancies to the Department for Business, grievances, claims Innovation and Skills pursuant to section 193 of unfair labor practices, the Trade Union and Labour Relations (Consolidation) Xxx 0000 or started consultations with any independent trade union or unions or other collective bargaining disputes. No employee representatives under Part XI Employment Rights Act 1996 and no Acquired Entity has failed to comply with any obligation under such Part XI and there are no arrangements by any of the Acquired Entities planned or in progress for dismissing any employee of any of the Acquired Entities (by reason of redundancy or business reorganization or otherwise). (e) To the Knowledge of the Management Sellers, none of the Acquired Entities have committed any unfair labor practice (as determined under practices. There is no unfair labor practice, charge or grievance arising out of a collective bargaining agreement or other grievance proceeding against any Law). To of the Company’s Acquired Entities pending, or, to the Management Sellers’ Knowledge, there is threatened. (f) There are no organizational effort currently being made labor strikes, labor disputes, slowdowns, work stoppages or Threatened by or on behalf of any labor union lockouts pending or, to Management Sellers’ Knowledge, threatened with respect to any employees of any of the Acquired Entity’s employees. Entities. (g) No Acquired Entity has incurred amount due to or in respect of any liability employee or obligation under former employee is in arrears and unpaid other than salary for the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar state or local Law within the last six months that remains unsatisfied. No later than five business days prior to the Closing Date, the Company shall provide Parent with a list setting forth the number of employees terminated from each site of employment of each Acquired Entity during the 90-day period ending on the Closing Date (which list shall not include any employees that may be terminated on the Closing Date month current at the direction of Parent) for reasons qualifying the termination as “employment losses” under WARN and the date of each such termination this Agreement and no gratuitous payment has been made or promised by any of the Acquired Entities by agreement, arrangement or practice (whether binding or otherwise) in connection with respect the actual or proposed termination, breach, suspension or variation of any employment or engagement of any present or former director, officer or employee of or consultant to each termination; providedthat company and there is no outstanding obligation or ex gratia arrangement for any of the Acquired Entities to pay any compensation or provide any benefits to any present or former director, that this sentence shall not apply officer, employee or consultant (or their dependants or relatives). (h) No proceedings, claims, suits, actions or governmental investigations are current, pending or, to Management Sellers’ Knowledge, threatened, against any of the Acquired Entities with respect to any site current or former employee’s employment and employment practices, terms and conditions of employment at which sufficient employees have not been employed at any time in such 90-day period for terminations of employment at such site and wages and hours. (i) There is no proceeding, claim, suit, action or governmental investigation pending or, to be subject to WARN. No Acquired Entity has any direct or indirect Liability Management Sellers’ Knowledge, threatened, with respect to which any misclassification current or former director of any person of the Acquired Entities or any current employee or former employee is or may be entitled to claim indemnification from any of the Acquired Entities pursuant to (i) the constitutional documents of any of the Acquired Entities, (ii) any indemnification agreement to which any of the Acquired Entities is a party, or (iii) applicable Law. (j) During the last year, other than changes in the Ordinary Course of Business, no material changes have occurred in the work force involving employees of the Acquired Entities, including material employee terminations, employee transfers in or out pursuant to the Transfer of Undertakings (Protection of Employment) Regulations 2006, employee leasing arrangements, secondments, reallocations of duties and outsourcing of duties or functions. (k) To the Management Sellers’ Knowledge, each employee set out in Schedule 3.22(a) is employed and classified by the Acquired Entities as an independent contractor rather than employee and there is no other individual who works for any of the Acquired Entities who has a legitimate claim to be an employee of an Acquired Entity. (l) There are no terms and conditions in any contract with any officer or employee of any of the Acquired Entities or any other binding agreement with any such person pursuant to which such person will be entitled to receive any payment or benefit or change the rights or obligations of or accelerate the payment or vesting of any benefit of such persons as an employeea consequence of the transaction contemplated by this Agreement. (m) There are no charges, investigations, administrative proceedings or formal complaints of discrimination in employment or employment practices, for any reason, including discrimination based on age, disability, gender, marital status, race, religion, national origin, sexual orientation or other legally protected category or for sexual harassment which has been asserted or is now pending or, to Management Sellers’ Knowledge, threatened, before any court or employment tribunal in England, Scotland or Wales, or with respect any other Governmental Authority in any jurisdiction in which any of the Acquired Entities have employed or currently employ any Person involving or related to current or former employees. (n) In the opinion of Management Sellers, the Acquired Entities have employees sufficient to operate the business as presently conducted by the Acquired Entities. (o) There are no charges, investigations, administrative proceedings or formal complaints of overtime, break time or minimum wage violations involving any employee leased from another employerof the Acquired Entities pending, or to Management Sellers’ Knowledge threatened, before any court or employment tribunal in England, Scotland or Wales. (p) There are no citations, investigations, administrative proceedings or formal complaints of violations of occupational safety and health Laws pending against any of the Acquired Entities.

Labor; Employees. To the Company’s Knowledge(a) None of Parent, no executiveSeller, key employeenor any of their respective Subsidiaries, or group of employees has any plans to terminate employment with any Acquired Entity. Each Acquired Entity is in compliance with all of its employment contracts and all applicable federal, state and local labor and employment Laws, including those related to equal employment opportunity and affirmative action, labor relations, minimum wage, overtime, child labor, medical insurance continuation, worker adjustment and relocation notices, immigration controls and worker and unemployment compensation, where the failure to comply would constitute a Material Adverse Change. No Acquired Entity is a party to or bound by by, any collective bargaining ContractContract covering employees of Seller’s Business, nor has any of them experienced any strikes, grievances, claims of unfair labor practices, or other collective bargaining disputes, in each case with respect to Seller’s Business. No Acquired Entity Seller has not committed any unfair labor practice (as determined under any Law)) in connection with Seller’s operation of Seller’s Business. To the Company’s Knowledge, there is no No Seller Party has any Knowledge of any organizational effort currently being made or Threatened by or on behalf of any labor union with respect to any Acquired Entityemployees of the Seller’s employeesBusiness. No Acquired Entity There is not pending and Seller has incurred not been, to the Knowledge of Seller, Threatened with, an investigation or proceeding under any liability Law or obligation under order which prohibits discrimination, retaliation or harassment of employees or which requires affirmative action regarding employment with respect to the Worker Adjustment and Retraining Notification Act Seller’s Business. (“WARN”b) Schedule 4.14(b) of the Seller Disclosure Schedule contains an accurate list of all (i) employment Contracts between Parent, Seller or any of their respective Subsidiaries and the Transferred Employees, other than Contracts which are terminable at will without any payment becoming due as a result of such termination other than (x) severance payments pursuant to Seller’s employment policies applicable to all similarly situated employees, and (y) as required by Law, and (ii) a list of all employee handbooks and/or manuals relating to employees of the Seller’s Business, true and complete copies of which have been made available to Buyer. Except in accordance with the Contracts identified in Schedule 4.14(b) of the Seller Disclosure Schedule, no Transferred Employee will accrue additional benefits, severance or accelerated rights to payment of benefits as a result of the Transactions (either alone or combined with any other event or transaction). (c) To the Knowledge of Seller, no regional vice president or center manager listed on Schedule 6.4 of the Seller Disclosure Schedule has any plans to terminate employment with the Seller. (d) Provided Buyer satisfies its obligations under Section 6.4(b) hereof, since January 1, 2000, Seller has operated in material compliance with the applicable provisions of the WARN Act or other similar state or local Law within the last six months Laws of any jurisdiction in connection with any obligations with respect to persons employed by Seller in connection with Seller’s Business that remains unsatisfied. No later than five business days arise prior to and including the Closing Date, the Company shall provide Parent with a list setting forth the number of employees terminated from each site of employment of each Acquired Entity during the 90-day period ending on the Closing Date (which list shall not include any employees that may be terminated on the Closing Date at the direction of Parent) for reasons qualifying the termination as “employment losses” under WARN and the date of each such termination with respect to each termination; provided, that this sentence shall not apply with respect to any site of employment at which sufficient employees have not been employed at any time in such 90-day period for terminations of employment at such site to be subject to WARN. No Acquired Entity has any direct or indirect Liability with respect to any misclassification of any person as an independent contractor rather than as an employee, or with respect to any employee leased from another employer.

Labor; Employees. To the Company’s Knowledge, no executive, key employee, or group of employees has any plans to terminate employment with any Acquired Entity. Each Acquired Entity is in compliance with all of its employment contracts and all applicable federal, state and local labor and employment Laws, including those related to equal employment opportunity and affirmative action, labor relations, minimum wage, overtime, child labor, medical insurance continuation, worker adjustment and relocation notices, immigration controls and worker and unemployment compensation, where the failure to comply would constitute a Material Adverse Change. (a) No Acquired Entity Seller Party is a party to or bound by any collective bargaining Contractcontract, nor has any of them experienced any strikes, grievances, claims of unfair labor practices, or other collective bargaining disputesdisputes with respect to the Continuing Businesses. No Acquired Entity Seller Party has committed any unfair labor practice (as determined under any Law). To ) in connection with the Company’s Knowledge, there is and the Company Subsidiaries’ operation of the Continuing Businesses. Seller has no Knowledge of any organizational effort currently being made or Threatened by or on behalf of any labor union with respect to any Acquired Entity’s employeesemployees of the Continuing Businesses. No Acquired Entity There is not pending and neither the Company nor any Company Subsidiary has incurred been, to the Knowledge of Seller, Threatened with, an investigation or proceeding under any liability Law or obligation under order which prohibits discrimination, retaliation or harassment of employees or which requires affirmative action regarding employment with respect to the Worker Adjustment and Retraining Notification Act Continuing Businesses. (“WARN”b) Schedule 4.16(b) of the Company Disclosure Schedule contains an accurate list of (i) all employment Contracts between the Company or any Company Subsidiary and the employees of the Continuing Businesses, other than Contracts which are terminable at will without any payment becoming due as a result of such termination other than (x) severance payments pursuant to the Company’s or any Company Subsidiary’s employment policies applicable to all similarly situated employees, and (y) payments that are required by Law, and (ii) a list of all employee handbooks and/or manuals relating to employees of the Continuing Businesses, true and complete copies of which have been made available to Buyer. Except in accordance with the Contracts identified in Schedule 4.16(b) of the Company Disclosure Schedule, no employee of the Continuing Businesses will accrue additional benefits, severance or accelerated rights to payment of benefits as a result of the Transactions (either alone or combined with any other event or transaction). (c) Except as set forth in Schedule 4.16(c) of the Company Disclosure Schedule to the Knowledge of Seller, no regional vice president or center manager has any plans to terminate employment with the Company or any Company Subsidiary. (d) Provided Buyer satisfies its obligations under Section 6.4(b) hereof, since January 1, 2001, the Company has operated in material compliance with the applicable provisions of the WARN Act or other similar state or local Law within Laws of any jurisdiction in connection with any obligations with respect to persons employed by the last six months Continuing Businesses that remains unsatisfied. No later than five business days arise prior to and including the Closing Date, the Company shall provide Parent with a list setting forth the number of employees terminated from each site of employment of each Acquired Entity during the 90-day period ending on the Closing Date (which list shall not include any employees that may be terminated on the Closing Date at the direction of Parent) for reasons qualifying the termination as “employment losses” under WARN and the date of each such termination with respect to each termination; provided, that this sentence shall not apply with respect to any site of employment at which sufficient employees have not been employed at any time in such 90-day period for terminations of employment at such site to be subject to WARN. No Acquired Entity has any direct or indirect Liability with respect to any misclassification of any person as an independent contractor rather than as an employee, or with respect to any employee leased from another employer.