Common use of Labor; Employment Matters Clause in Contracts

Labor; Employment Matters. (a) Neither the Company nor any Subsidiary of the Company is, nor at any time in the last five (5) years has been, a party to any collective bargaining agreement or other contract or agreement with any group of employees, labor organization or other representative of any of the employees of the Company or any Subsidiary and, to the knowledge of the Company, there are no organizational efforts presently being made involving any of the employees of the Company or its Subsidiaries. To the Company’s knowledge, no executive or key employee or group of employees of the Company has any plan to terminate his or her employment with the Company or has threatened to do so. No work stoppage, slowdown or labor strike against the Company or any Subsidiary is pending or, to the Company’s knowledge, threatened. The Company and its Subsidiaries have no direct or indirect liability with respect to any misclassification of any Persons as an independent contractor rather than as an employee, except where such liability would not have, and would not be reasonably likely to have, a Material Adverse Effect. The Company and its Subsidiaries have complied with all laws relating to employment and labor, including, any provisions thereof relating to wages, hours, collective bargaining and the payment of social security and similar Taxes. No person has asserted that the Company or any of its Subsidiaries is liable for any arrears of wages or any Taxes or penalties for failure to comply with any of such laws. (b) Section 5.14(b) of the Company Disclosure Schedule sets forth a list of all employees of the Company and its Subsidiaries showing for each the employee’s name, job title or description, salary level (including any bonus or deferred compensation arrangements other than arrangements under which payments are at the discretion of the Company) and also showing any bonus, commission or other remuneration other than salary paid during the Company’s last fiscal year. Except as set forth on Section 5.14(b) of the Company Disclosure Schedule, none of such employees is a party to a written employment agreement or contract with the Company or any Subsidiary for a specified length of time and each is employed “at will.”

Labor; Employment Matters. (a) The Company and its Subsidiaries are in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment, and wages and hours, including Title VII of the Civil Rights Act of 1964, as amended, the Equal Pay Act of 1967, as amended, the Age Discrimination in Employment Act of 1967, as amended, the Americans with Disabilities Act, as amended, and the related rules and regulations adopted by those federal agencies responsible for the administration of such laws, and other than normal accruals of wages during regular payroll cycles, there are no arrearages in the payment of wages except for possible violations or arrearages, which, individually or in the aggregate, material in magnitude. To the Company’s Knowledge, as of the date hereof, (i) there are no material audits or investigations pending or scheduled by any Governmental Entity pertaining to the employment practices of the Company or any of its Subsidiaries and (ii) no complaints relating to employment practices of the Company or any of its Subsidiaries have been made to any Governmental Entity or submitted in writing to the Company or any of its Subsidiaries. (b) Neither the Company nor any Subsidiary of the Company is, nor at any time in the last five (5) years has been, is a party to any collective bargaining agreement or other contract Contract or agreement with any group of employees, works council, labor organization or other representative of any of the employees of the Company or any Subsidiary and, to the knowledge Knowledge of the Company, there are no organizational efforts presently being made involving any of the employees of the Company or its Subsidiaries. To the Company’s knowledgeKnowledge, no executive or key employee or group of employees of the Company or any of its Subsidiaries has any plan provided notice to terminate his or her employment with the Company or has threatened to do so. No work stoppage, slowdown or labor strike against the Company or any Subsidiary is pending or, to the Company’s knowledge, threatened. The Company and its Subsidiaries have no direct or indirect liability with respect to any misclassification of any Persons as an independent contractor rather than as an employee, except where such liability would not have, and would not be reasonably likely to have, a Material Adverse Effect. The Company and its Subsidiaries have complied with all laws relating to employment and labor, including, any provisions thereof relating to wages, hours, collective bargaining and the payment of social security and similar Taxes. No person has asserted that the Company or any of its Subsidiaries is liable for any arrears of wages or any Taxes or penalties for failure to comply with any of such laws. (bc) Section 5.14(b4.14(c) of the Company Disclosure Schedule sets forth a list of all employees of the Company and its Subsidiaries as of the date hereof showing for each as of the date hereof (i) the employee’s name, (ii) job title or description, (iii) salary level (including any bonus or deferred compensation arrangements other than arrangements under which payments are at the discretion of the CompanyCompany or any of its Subsidiaries) and also showing (iv) any bonus, commission or other remuneration other than salary paid during the Company’s last fiscal year. Except as set forth on Section 5.14(b4.14(c) of the Company Disclosure Schedule, none of such employees is a party to a written employment agreement or contract Contract with the Company or any Subsidiary for a specified length of time and each is employed “at will.”” The Company and each of its Subsidiaries has made available: (i) all employee classification reports, audits, assessments, and recommendations, and (ii) all independent contractor classification reports, audits, assessments, and recommendations generated by the Company or by any third party entity, including but not limited to Oasis Outsourcing, Inc., within two years prior to the date of this Agreement.

Labor; Employment Matters. (a) Neither the Company nor any Subsidiary of the Company isis currently engaged in collective bargaining on behalf of any of their employees, nor at any time in the last five (5) years has been, is a party to any collective bargaining agreement or other contract or agreement with any group of employees, labor organization or other representative of any of the employees of the Company or any Subsidiary and, to the knowledge of the Company, there are no organizational efforts presently being made involving any of the employees of the Company or its Subsidiaries. The Company has not experienced any labor strike, dispute, slowdown or stoppage, material grievance, or any other material labor difficulty. Neither the Company nor its Subsidiaries is the subject of any unfair labor practice charges filed with the National Labor Relations Board, is the subject of any state or U.S. Department of Labor investigation, or is the respondant to charges filed with the Equal Employment Opportunity Commission or a state equivalent. To the Company’s knowledge, no executive or key employee or group of employees of the Company has any plan to terminate his or her employment with the Company or has threatened to do so. No work stoppage, slowdown or labor strike against the Company or any Subsidiary is pending or, to the Company’s knowledge, threatened. The Company and its Subsidiaries have no direct or indirect liability with respect to any misclassification of any Persons as an independent contractor rather than as an employee, except where such liability would not have, and would not be reasonably likely to have, a Material Adverse Effect. The Company and its Subsidiaries have complied with all laws relating to employment and labor, including, any provisions thereof relating to wages, hours, collective bargaining bargaining, labor relations, equal employment opportunities, immigration, whistleblowing, employee leaves, employee privacy and off duty conduct, safety and health, workers’ compensation, and/or the payment of social security and similar Taxes. No person has asserted that the Company or any of its Subsidiaries is liable for any arrears of wages or any Taxes or penalties for failure to comply with any of such laws, nor has any person or persons asserted that they have been misclassified under the Fair Labor Standards Act (“FLSA”) or state law equivalent. During the past five years, the Company (i) has not laid off or terminated employees in numbers sufficient to trigger coverage under any federal or state Worker Adjustment Retraining Notification (“WARN”) statute and has no liabilities pursuant to WARN and (ii) is in compliance with the state and federal Occupational Safety and Health Act (“OSHA”), and the rules and regulations promulgated by the state and federal agencies charged with enforcing same, and has no liabilities pursuant to the state or federal OSHA statutes. (b) Section 5.14(b4.14(b) of the Company Disclosure Schedule sets forth a list of all employees of the Company and its Subsidiaries as of the date hereof showing for each as of the date hereof the employee’s name, job title or description, whether they are exempt or non-exempt under the FLSA and applicable state law, salary level (including any bonus or deferred compensation arrangements other than arrangements under which payments are at the discretion of the Company) and also showing any bonus, commission or other remuneration other than salary paid during the Company’s last fiscal year. Except as set forth on Section 5.14(b4.14(b) of the Company Disclosure Schedule, none of such employees is a party to a written employment agreement or contract with the Company or any Subsidiary for a specified length of time and each is employed “at will.”” Except as set forth on Section 4.14(b), the Company is not a party to any independent contractor agreement, consulting agreement or other similar type of contract under which services are provided to the Company or its Subsidiaries.

Labor; Employment Matters. (a) Neither the Company nor any Subsidiary of the Company is, nor at any time in the last five (5) years has been, is a party to any collective bargaining agreement or other contract or agreement with any group of employees, labor organization or other representative of any of the employees of the Company or any Subsidiary and, to the knowledge of the Company, there are no organizational efforts presently being made involving any of the employees of the Company or its Subsidiaries. To the Company’s knowledge, no executive or key employee or group of employees of the Company has any plan to terminate his or her employment with the Company or has threatened to do so. No work stoppage, slowdown or labor strike against the Company or any Subsidiary is pending or, to the Company’s knowledge, threatened. The Company and its Subsidiaries have no direct or indirect liability with respect to any misclassification of any Persons as an independent contractor rather than as an employee, except where such liability would not have, and would not be reasonably likely to have, a Material Adverse Effect. The Company and its Subsidiaries have complied in all material respects with all laws relating to employment and labor, including, any provisions thereof relating to wages, hours, collective bargaining and the payment of social security and similar Taxes. No person has asserted that the Company or any of its Subsidiaries is liable for any arrears of wages or any Taxes or penalties for failure to comply with any of such laws. (b) Section 5.14(b) of the Company Disclosure Schedule sets forth a list of all employees of the Company and its Subsidiaries as of the date hereof showing for each as of the date hereof (i) the employee’s name, (ii) job title or description, (iii) salary level (including any bonus or deferred compensation arrangements other than arrangements under which payments are at the discretion of the Company) and also showing (iv) any bonus, commission or other remuneration other than salary paid during the Company’s last fiscal year. Except as set forth on Section 5.14(b) of the Company Disclosure Schedule, none of such employees is a party to a written employment agreement or contract with the Company or any Subsidiary for a specified length of time and each is employed “at will.”

Labor; Employment Matters. (a) Neither the Company nor any Company Subsidiary of the Company is, nor at any time in the last five (5) years has been, is a party to any collective bargaining agreement or other contract or agreement Contract with any group of employeeslabor organization, labor organization union or other representative of any association and there are not, to the Knowledge of the Company, any union organizing activities concerning any employees of the Company or any Subsidiary andCompany Subsidiary, nor is any such agreement being negotiated by the Company or any Company Subsidiary. Within the past three years, there have been no strikes, slowdowns, work stoppages, lockouts, or other material labor disputes pending or, to the knowledge Knowledge of the Company, there are no organizational efforts presently being made involving any of the employees of the Company or its Subsidiaries. To the Company’s knowledge, no executive or key employee or group of employees of the Company has any plan to terminate his or her employment with the Company or has threatened to do so. No work stoppage, slowdown or labor strike against the Company or any Subsidiary is pending Company Subsidiary. There are no proceedings or, to the Company’s knowledgeKnowledge, threatened. The other activities, by any individual or group of individuals, including representatives of any employees of the Company or any Company Subsidiary or representatives of any labor organizations, works councils, trade unions, labor unions, or other employee representative body seeking to authorize representation by any labor organization of any employees of the Company or any Company Subsidiaries, and no such proceedings or activities have taken place within the past three years. (b) Except as set forth on Section 4.11(b) of the Company Disclosure Letter, there are no labor unions, works councils or like organizations that represent employees of the Company or any Company Subsidiary with respect to their service to the Company and Company Subsidiaries. Except as set forth on Section 4.11(b) of the Company Disclosure Letter, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement, either alone or in combination with another event, will not require the consent of, negotiation with, or advance notification to, any labor union, works council or like organization with respect to employees of the Company and Company Subsidiaries. (c) Except as would not reasonably be expected to have a Material Adverse Effect, (i) there are no Actions pending or, to the Knowledge of the Company, threatened against the Company or any Company Subsidiary by or before any Governmental Authority arising out of or relating to labor or employment practices, (ii) the Company and each Company Subsidiary is in compliance with applicable Laws relating to employment, employment practices and the termination of employment, including (but not limited to) the payment of wages for all time worked, the payment of overtime, the engagement and classification of individuals as non-employee contractors, the classification of employees as exempt or non-exempt from overtime, labor relations and collective bargaining, equal employment opportunities and the prevention of discrimination, harassment, and retaliation, plant closing and mass layoff notice requirements under the Worker Adjustment and Retraining Notification Act and the regulations promulgated thereunder or any similar state or local Law and (iii) since the Lookback Start Date, there have been no material investigations of the Company or any Company Subsidiary arising out of or relating to labor or employment practices. (d) Neither the Company nor any of its Subsidiaries have no direct has closed any plant or indirect liability facility, effectuated any layoffs of employees or implemented any early retirement, separation or window program within the past three years, nor planned or announced any such action or program for the future, in each case, that would implicate the Worker Adjustment and Retraining Notification Act of 1988 (or similar laws). (e) Except as set forth on Section 4.11(e) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary is a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to employees or employment practices. (f) There has not been since the Lookback Start Date, nor are there currently, any pending or, to the Knowledge of the Company, threatened Actions, nor, to the Knowledge of Company, any allegations asserted, or any internal investigations or inquiries conducted by the Company, any of its Subsidiaries or any of their respective governing bodies or any committee thereof (or any Person at the request of any of the foregoing), concerning any discrimination or harassment, including any sex-based discrimination or sexual harassment, sexual misconduct, whistleblowing or other misfeasance or malfeasance issues with respect to any misclassification of any Persons as an current or former director, manager, officer, advisor, consultant, independent contractor rather than as an employeeor employee of the Company or any Subsidiary, except where nor has there been any settlement or similar out-of-court or pre-litigation arrangement relating to any such liability would not havematter. (g) Each employee and independent contractor has entered into customary covenants regarding confidentiality, non-competition and would not be reasonably likely to have, a Material Adverse Effect. The assignment of intellectual property in such Person’s agreement with the Company and its Subsidiaries have complied with all laws relating Subsidiaries, and, to employment and laborthe Knowledge of the Company, including, any provisions thereof relating to wages, hours, collective bargaining and the payment no current or former employee or independent contractor of social security and similar Taxes. No person has asserted that the Company or any of its Subsidiaries is liable for in violation of any arrears term of wages any employment agreement, noncompetition agreement or any Taxes or penalties for failure to comply with any of such laws. (b) Section 5.14(b) of the Company Disclosure Schedule sets forth a list of all employees of the Company and its Subsidiaries showing for each the employee’s name, job title or description, salary level (including any bonus or deferred compensation arrangements other than arrangements under which payments are at the discretion of the Company) and also showing any bonus, commission or other remuneration other than salary paid during the Company’s last fiscal year. Except as set forth on Section 5.14(b) of the Company Disclosure Schedule, none of such employees is a party to a written employment agreement or contract restrictive covenant with the Company or any Subsidiary for a specified length of time and each is employed “at willReal Property.”

Labor; Employment Matters. (a) Neither The Company is in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment, and wages and hours, including Title VII of the Company nor Civil Rights Act of 1964, as amended, the Equal Pay Act of 1967, as amended, the Age Discrimination in Employment Act of 1967, as amended, the Americans with Disabilities Act, as amended, and the related rules and regulations adopted by those federal agencies responsible for the administration of such laws, and other than normal accruals of wages during regular payroll cycles, there are no arrearages in the payment of wages except for possible violations or arrearages, which, individually or in the aggregate, material in magnitude. To the Company’s Knowledge, as of the date hereof, (i) there are no material audits or investigations pending or scheduled by any Subsidiary Governmental Entity pertaining to the employment practices of the Company is, nor at and (ii) no complaints relating to employment practices of the Company have been made to any time Governmental Entity or submitted in writing to the last five Company. (5b) years has been, The Company is not a party to any collective bargaining agreement or other contract Contract or agreement with any group of employees, works council, labor organization or other representative of any of the employees of the Company or any Subsidiary and, to the knowledge Knowledge of the Company, there are no organizational efforts presently being made involving any of the employees of the Company or its SubsidiariesCompany. To the Company’s knowledgeKnowledge, no executive or key employee or group of employees of the Company has any plan provided notice to terminate his or her employment with the Company or has threatened to do so. No work stoppage, slowdown or labor strike against the Company or any Subsidiary is pending or, to the Company’s knowledge, threatened. The Company and its Subsidiaries have no direct or indirect liability with respect to any misclassification of any Persons as an independent contractor rather than as an employee, except where such liability would not have, and would not be reasonably likely to have, a Material Adverse Effect. The Company and its Subsidiaries have complied with all laws relating to employment and labor, including, any provisions thereof relating to wages, hours, collective bargaining and the payment of social security and similar Taxes. No person has asserted that the Company or any of its Subsidiaries is liable for any arrears of wages or any Taxes or penalties for failure to comply with any of such laws. (bc) Section 5.14(b4.14(c) of the Company Disclosure Schedule sets forth a list of all employees of the Company and its Subsidiaries as of the date hereof showing for each as of the date hereof (i) the employee’s name, (ii) job title or description, (iii) salary level (including any bonus or deferred compensation arrangements other than arrangements under which payments are at the discretion of the Company), (iv) and also showing any bonus, commission or other remuneration other than salary paid during the Company’s last fiscal year, and (v) whether such employee is on a leave of absence and, if so, the employees’ expected return date and description of the leave of absence. Except as set forth on Section 5.14(b4.14(c) of the Company Disclosure Schedule, none of such employees is a party to a written employment agreement or contract Contract with the Company or any Subsidiary for a specified length of time and each is employed “at will.”” The Company has made available: (i) all employee classification reports, audits, assessments, and recommendations, and (ii) all independent contractor classification reports, audits, assessments, and recommendations generated by the Company or by any third party entity within two years prior to the date of this Agreement.