Common use of Labor; Employment Matters Clause in Contracts

Labor; Employment Matters. (a) Part 5.19(a) of the Xxxxxxxx Disclosure Schedule sets forth a true and complete list, as of the Original Execution Date, of all Employees and Independent Contractors to whom any ERC Company or group of ERC Companies has made, or caused any Management Agreement Counterparty to make, payments in the twelve (12) months immediately preceding the Original Execution Date exceeding One Hundred Thousand Dollars ($100,000). (b) At all times, (i) the ERC Companies have properly classified, or caused the applicable Management Agreement Counterparty to properly classify (as the case may be) (A) Employees and Independent Contractors as employees or independent contractors, as appropriate; and (B) Employees as exempt or non-exempt for purposes of the Fair Labor Standards Act and similar state Laws; and (ii) all Employees have been paid properly under applicable federal, state and local wage and hour Laws. (c) There is no: (i) collective bargaining agreement to which any ERC Company or Management Agreement Counterparty is a party or otherwise bound; (ii) labor union representing any Employees; (iii) to the Knowledge of the Xxxxxxxx Parties, (A) overt organizational effort with respect to the formation of a collective bargaining unit presently being made or threatened by any Employees, or (B) any active current efforts by any Person encouraging or soliciting any Employees to engage or participate in any such organizational effort; (iv) pending or, to the Knowledge of the Xxxxxxxx Parties, threatened strike, slowdown, work stoppage, lockout or other collective labor action or dispute by or with respect to any Employees; (v) unfair labor practice complaints against any ERC Company or Management Agreement Counterparty pending or, to the Knowledge of the Xxxxxxxx Parties, threatened before the National Labor Relations Board or other applicable Government Entity; or (vi) labor dispute currently subject to any grievance procedure, arbitration or litigation with respect to any Employee. (d) Part 5.19(d) of the Xxxxxxxx Disclosure Schedule sets forth a true and complete list of all matters occurring within the three (3) years immediately prior to the Original Execution Date that, if they existed today, would be within the scope of the representation and warranty in Section 5.19(c).

Labor; Employment Matters. (a) Part 5.19(a) of the Xxxxxxxx Disclosure Schedule sets forth a true and complete list, as of the Original Execution Date, of all Employees and Independent Contractors to whom any ERC Company or group of ERC Companies has made, or caused any Management Agreement Counterparty to make, payments in the twelve (12) months immediately preceding the Original Execution Date exceeding One Hundred Thousand Dollars ($100,000). (b) At all times, (i) the ERC Companies have properly classified, or caused the applicable Management Agreement Counterparty to properly classify (as the case may be) (A) Employees and Independent Contractors as employees or independent contractors, as appropriate; and (B) Employees as exempt or non-exempt for purposes of the Fair Labor Standards Act and similar state Laws; and (ii) all Employees have been paid properly under applicable federal, state and local wage and hour Laws. (c) There is no: (i) collective bargaining agreement to which any ERC Company or Management Agreement Counterparty is a party or otherwise bound; (ii) labor union representing any Employees; (iii) to the Knowledge of the Xxxxxxxx Parties, (A) overt organizational effort with respect to the formation of a collective bargaining unit presently being made or threatened by any Employees, or (B) any active current efforts by any Person encouraging or soliciting any Employees to engage or participate in any such organizational effort; (iv) pending or, to the Knowledge of the Xxxxxxxx Parties, threatened strike, slowdown, work stoppage, lockout or other collective labor action or dispute by or with respect to any Employees; (v) unfair labor practice complaints against any ERC Company or Management Agreement Counterparty pending or, to the Knowledge of the Xxxxxxxx Parties, threatened before the National Labor Relations Board or other applicable Government Entity; or (vi) labor dispute currently subject to any grievance procedure, arbitration or litigation with respect to any Employee. (d) Part 5.19(d) of the Xxxxxxxx Disclosure Schedule sets forth a true and complete list of all matters occurring within the three (3) years immediately prior to the Original Execution Date that, if they existed today, would be within the scope of the representation and warranty in Section 5.19(c).

Labor; Employment Matters. (a) Part 5.19(a) The Company has made available to Parent a list of all officers, directors, managers and employees of the Xxxxxxxx Disclosure Schedule sets forth a true Company and complete list, its Subsidiaries as of the Original Execution Datedate of this Agreement, which list sets forth in respect of each such individual, as applicable, each employee’s date of hire, status as hourly or salaried employee, work location, and the rate of all Employees regular compensation payable to each such Person in any and Independent Contractors all capacities and any regular compensation that will be payable to whom each such Person in any ERC Company or group and all capacities as of ERC Companies has made, or caused any Management Agreement Counterparty to make, payments in the twelve (12) months immediately preceding Closing Date other than the Original Execution Date exceeding One Hundred Thousand Dollars ($100,000)then current accrual of regular payroll compensation. (b) At all times, (iExcept as set forth in Section 4.13(b) the ERC Companies have properly classified, or caused the applicable Management Agreement Counterparty to properly classify (as the case may be) (A) Employees and Independent Contractors as employees or independent contractors, as appropriate; and (B) Employees as exempt or non-exempt for purposes of the Fair Labor Standards Act and similar state Laws; and (ii) all Employees have been paid properly under applicable federalCompany Disclosure Letter, state and local wage and hour Laws. (c) There neither the Company nor any of its Subsidiaries is no: (i) now or has, within the past three years been, a party to or bound by any collective bargaining agreement agreement. The Company has made available to which Parent accurate and complete copies of each collective bargaining agreement. The execution and delivery of this Agreement, shareholder or other approval of this Agreement and the consummation of the transactions contemplated by this Agreement, either alone or in combination with another event, will not entitle any ERC Company third party (including any labor organization or Management Agreement Counterparty is a party or otherwise bound; (ii) labor union representing any Employees; (iiiGovernmental Authority) to the Knowledge any material payments under any of the Xxxxxxxx Parties, (A) overt organizational effort with respect to the formation of a collective bargaining unit presently being made agreements, and, the Company and its Subsidiaries are in compliance in all material respects with any notification or threatened by bargaining obligations arising under any Employeescollective bargaining agreements. There are no labor-related strikes, concerted walkouts or (B) any active current efforts by any Person encouraging or soliciting any Employees to engage or participate in any such organizational effort; (iv) concerted work stoppages pending or, to the Knowledge of the Xxxxxxxx PartiesCompany, threatened strikein writing. To the Knowledge of the Company, slowdownthere is no pending organizing campaign, work stoppagenor, lockout in the last five years, has any such effort commenced, and no labor union has made a pending written demand for recognition or other collective labor action or dispute by or certification, in each case, with respect to any Employees;employees of the Company or any of its Subsidiaries for the past three years. (vc) There are no, and there have not been since January 1, 2020, any actual or, to the Company’s Knowledge, threatened (A) strikes, lockouts, slowdowns, other work stoppages or job actions, picketing, unfair labor practices or other labor disputes, (B) unfair labor practice complaints charge against any ERC the Company or Management Agreement Counterparty pending or, to the Knowledge any of the Xxxxxxxx Parties, threatened its Subsidiaries before the National Labor Relations Board or other applicable Government Entity; or any comparable labor relations authority, and (viC) labor dispute currently subject to arbitrations or grievances, charges, complaints, audits or investigations by or before any grievance procedure, arbitration or litigation Governmental Authority with respect to any Employeecurrent or former employees of, or other service providers to, the Company or any of its Subsidiaries. (d) Part 5.19(d) Since January 1, 2020, each of the Xxxxxxxx Disclosure Schedule sets forth Company and its Subsidiaries has been in compliance in all material respects with its collective bargaining agreements and all applicable Laws respecting labor and employment matters, including fair employment practices (including equal employment opportunity laws), employment discrimination, sexual harassment, disability rights, terms and conditions of employment, labor relations, workers’ compensation and unemployment insurance, leaves of absence, occupational safety and health, affirmative action, employee privacy, classification as (A) exempt from overtime or (B) a true contractor, plant closings, overtime pay, pay equity, mass layoffs, family and complete list medical leave, unions, immigration and wages and hours. (e) There are no proceedings pending or, to the Company’s Knowledge, threatened against the Company or any of all matters occurring its Subsidiaries in any forum by or on behalf of any present or former employee, or present or former contractor, of the Company or any of its Subsidiaries, any applicant for employment or classes of the foregoing alleging breach of any express or implied employment contract, violation of any Law governing employment or the termination thereof, or any other alleged discriminatory, wrongful or tortious conduct on the part of the Company or any of its Subsidiaries in connection with the employment or other service-provider relationship, and there have not been any such proceedings since January 1, 2020. (f) The Company and its Subsidiaries have not implemented any plant closings or layoffs of employees that could implicate the Worker Adjustment and Retraining Notification Act or similar state Laws within the three past six months. (3g) years immediately prior to To the Original Execution Date that, if they existed today, would be within the scope Knowledge of the representation and warranty Company, as of the date of this Agreement, no officer, director or other management-level employee of the Company or any of its Subsidiaries is the subject of a pending allegation of workplace sexual harassment or assault, nor is any officer, director or other management-level employee of the Company or any of its Subsidiaries currently accused of engaging in Section 5.19(c)workplace sexual harassment or assault.