Common use of Labor & Employment Clause in Contracts

Labor & Employment. (a) The Company is not a party to any collective bargaining agreement and there is no organizational effort presently being made on behalf of any labor union with respect to the Business or the employees of the Company. The Company has complied in all material respects with all applicable Laws relating to the employment of labor. The Company has not incurred any Liability with respect to any employee, former employee or other Representative as the result of the transactions contemplated hereby. No charge or complaint of employment discrimination, unfair labor practice or other similar charge or complaint has been made against the Company during the last three (3) years, or is pending or, to the Knowledge of the Company, threatened, nor does the Company know of any basis for any such allegation, charge or complaint. (b) Schedule 3.22 sets forth the following: a true, complete and accurate list of each employee, independent contractor, director or consultant of the Company, his or her dates of hire, position and title (if any), current rate of compensation (identifying bonuses, commissions, incentive compensation and equity-based compensation, if any, separately), and, in the case of an employee, whether such employee is hourly or salaried, whether such employee is exempt or non-exempt, whether such employee is absent from active employment and, if so, the date such employee became inactive, the reason for such inactive status, and, if applicable, the anticipated date of return to active employment. Except as set forth on Schedule 3.22, the Company does not have any unsatisfied Liability to any previously terminated Representative. The Company has disclosed all written employee handbooks, policies, programs and arrangements to the Buyer. (c) No Representative or group of Representatives has informed the Company, either orally or in writing, of any plans to terminate their employment or relationship with the Company generally or as a result of the transactions contemplated hereby or otherwise. (d) All Representatives of the Company are “employees at will” or otherwise employed such that the Company may lawfully terminate their employment at any time, with or without cause, without creating any material cause of action against the Company or otherwise giving rise to any Liability of the Company for wrongful discharge, Breach of contract or tort or any other similar cause at law or in equity. A true and correct copy of any form of non-competition, non-solicitation, proprietary rights or confidentiality agreement currently in force with any of the Representatives of the Company, and any material variances therefrom, has been delivered to Buyer.

Labor & Employment. (a) The Section 3.18(a) of the Company Disclosure Letter contains a true and correct list of each labor agreement, collective bargaining agreement, work rules or practices, or any other labor-related Contract with any labor union, trade union or labor organization (collectively, a “Collective Bargaining Agreement”) to which the Company or any of its Subsidiaries is not a party to or bound. In the past three years, no labor union, trade union, labor organization or group of employees of the Company or any collective bargaining agreement of its Subsidiaries has made a pending demand for recognition or certification, and there is are no organizational effort representation or certification proceedings or petitions seeking a representation proceeding presently being made on behalf pending or threatened in writing to be brought or filed with the National Labor Relations Board or any other Governmental Entity. To the Knowledge of any labor union the Company, there are no organizing activities with respect to any employees of the Business Company or any of its Subsidiaries. In the past three years, there have been no actual, or to the Knowledge of the Company, threatened material arbitrations, material grievances, material labor disputes, strikes, lockouts, slowdowns or work stoppages by the employees of the CompanyCompany or any of its Subsidiaries. The Neither the Company nor any of its Subsidiaries is engaged in, or during the past three years has complied engaged in, any material unfair labor practice, as defined in all material respects with all the National Labor Relations Act or other applicable Laws. (b) Neither the Company nor any of its Subsidiaries has received within the past three years any notice of intent by any Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation relating to the employment Company or any of labor. The Company has not incurred any Liability with respect to any employee, former employee or other Representative as the result of the transactions contemplated hereby. No charge or complaint of employment discrimination, unfair labor practice or other similar charge or complaint has been made against the Company during the last three (3) years, or is pending orits Subsidiaries and, to the Knowledge of the Company, threatened, nor does the Company know of any basis for any no such allegation, charge or complaint. (b) Schedule 3.22 sets forth the following: a true, complete and accurate list of each employee, independent contractor, director or consultant of the Company, his or her dates of hire, position and title (if any), current rate of compensation (identifying bonuses, commissions, incentive compensation and equity-based compensation, if any, separately), and, investigation is in the case of an employee, whether such employee is hourly or salaried, whether such employee is exempt or non-exempt, whether such employee is absent from active employment and, if so, the date such employee became inactive, the reason for such inactive status, and, if applicable, the anticipated date of return to active employment. Except as set forth on Schedule 3.22, the Company does not have any unsatisfied Liability to any previously terminated Representative. The Company has disclosed all written employee handbooks, policies, programs and arrangements to the Buyerprogress. (c) No Representative In the past three years, neither the Company nor any of its Subsidiaries has effectuated (i) a “plant closing” (as defined in the Worker Adjustment and Retraining Notification Act (the “WARN Act”)) affecting any site of employment or group one or more facilities or operating units within any site of Representatives employment or facility of the Company or any of its Subsidiaries; or (ii) a “mass layoff” (as defined in the WARN Act) affecting any site of employment or facility of the Company or any of its Subsidiaries; and in the past three years neither the Company nor any of its Subsidiaries has informed the Company, either orally engaged in layoffs or employment terminations sufficient in writing, number to trigger application of any plans to terminate their employment similar state or relationship with the Company generally or as a result of the transactions contemplated hereby or otherwiselocal Law. (d) All Representatives of To the Company are “employees at will” or otherwise employed such that the Company may lawfully terminate their employment at any time, with or without cause, without creating any material cause of action against the Company or otherwise giving rise to any Liability of the Company for wrongful discharge, Breach of contract or tort or any other similar cause at law or in equity. A true and correct copy of any form of non-competition, non-solicitation, proprietary rights or confidentiality agreement currently in force with any of the Representatives Knowledge of the Company, (i) no employee or independent contractor of the Company or any of its Subsidiaries is in violation of any term of any employment contract, consulting contract, non-disclosure agreement, common law non-disclosure obligation, non-competition agreement, non-solicitation agreement, proprietary information agreement or any other Contract relating to confidential or proprietary information, intellectual property, competition, or related matters; and (ii) the continued employment by the Company and its Subsidiaries of their respective employees, and the performance of any material variances therefromContracts with the Company and its Subsidiaries by their respective independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries has been delivered to Buyerreceived any notice alleging that any such violation has occurred within the past four (4) years.

Labor & Employment. (a) The Company is not a party to any collective bargaining agreement and there is no organizational effort presently being made on behalf of any labor union with respect to the Business or the employees of the Company. The Company has complied in all material respects with all applicable Laws relating to the employment of labor. The Company has not incurred any Liability with respect to any employee, former employee or other Representative as the result of the transactions contemplated hereby. No charge or complaint of employment discrimination, unfair labor practice or other similar charge or complaint has been made against the Company during the last three (3) years, or is pending or, to the Knowledge of the Company, threatened, nor does the Company know of any basis for any such allegation, charge or complaint. (b) Schedule 3.22 3.24 sets forth the following: a true, complete and accurate list of each employee, independent contractor, director or consultant of the Company, his or her dates of hire, position and title (if any), current rate of compensation (identifying bonuses, commissions, incentive compensation and equity-based compensation, if any, separately), and, in the case of an employee, whether such employee is hourly or salaried, whether such employee is exempt or non-exempt, whether such employee is absent from active employment and, if so, the date such employee became inactive, the reason for such inactive status, and, if applicable, the anticipated date of return to active employment. Except as set forth on Schedule 3.223.24, the Company does not have any unsatisfied Liability to any previously terminated Representative. The Company has disclosed all written employee handbooks, policies, programs and arrangements to the Buyer. (c) No Representative or group of Representatives has informed the Company, either orally or in writing, of any plans to terminate their employment or relationship with the Company generally or as a result of the transactions contemplated hereby or otherwise. (d) All Representatives of the Company are “employees at will” or otherwise employed such that the Company may lawfully terminate their employment at any time, with or without cause, without creating any material cause of action against the Company or otherwise giving rise to any Liability of the Company for wrongful discharge, Breach of contract or tort or any other similar cause at law or in equity. A true and correct copy of any form of non-competition, non-solicitation, proprietary rights or confidentiality agreement currently in force with any of the Representatives of the Company, and any material variances therefrom, has been delivered to Buyer.

Labor & Employment. (a) The Section ‎3.13(a) of the Company is not Disclosure Letter sets forth a party to any true, complete and accurate list of all material labor agreements, collective bargaining agreement and there is no organizational effort presently being made on behalf of agreements or any other labor-related Contracts with any labor union, trade union with respect or labor organization applicable to the Business or the employees of the CompanyCompany or any of its Subsidiaries NAI-1507512591v13 (each such agreement or Contract, whether or not material, a “Collective Bargaining Agreement”). The Company has complied made available to Parent true and complete copies of any Collective Bargaining Agreements, including with respect to employees based outside the United States. Other than as required by applicable Law, no employees of the Company or any of its Subsidiaries are represented by any labor union, trade union or labor organization with respect to their employment with the Company or any of its Subsidiaries. Since December 1, 2016, no labor union, trade union, labor organization or group of employees of the Company or any of its Subsidiaries has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in all material respects writing to be brought or filed with all applicable Laws relating to the employment National Labor Relations Board or any other Governmental Entity. To the Knowledge of labor. The Company has not incurred any Liability the Company, there are no organizing activities with respect to any employeeemployees of the Company or any of its Subsidiaries. Since December 1, former employee 2016, except, in each case, as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, there has been no actual or, to the Knowledge of the Company, threatened arbitrations, grievances, labor disputes, strikes, lockouts, slowdowns or work stoppages against or affecting the Company or any of its Subsidiaries. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) neither the Company nor any of its Subsidiaries is engaged in, or since December 1, 2016 has engaged in, any unfair labor practice, as defined in the National Labor Relations Act or other Representative as the result of the transactions contemplated hereby. No charge or complaint of employment discriminationapplicable Law, (ii) there are not any unfair labor practice charges or other similar charge or complaint has been made complaints against the Company during the last three (3) years, or is any of its Subsidiaries pending or, to the Knowledge of the Company, threatened, nor does before the National Labor Relations Board, (iii) since December 1, 2016, neither the Company know nor any of its Subsidiaries has received any basis written notice of intent by any Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation relating to the Company or any such allegationof its Subsidiaries and, charge or complaint. (b) Schedule 3.22 sets forth to the following: a true, complete and accurate list of each employee, independent contractor, director or consultant Knowledge of the Company, his or her dates of hireno such investigation is in progress and (iv) since December 1, position and title (if any), current rate of compensation (identifying bonuses, commissions, incentive compensation and equity-based compensation, if any, separately), and, in the case of an employee, whether such employee is hourly or salaried, whether such employee is exempt or non-exempt, whether such employee is absent from active employment and, if so, the date such employee became inactive, the reason for such inactive status, and, if applicable, the anticipated date of return to active employment. Except as set forth on Schedule 3.222016, the Company does not have any unsatisfied Liability has been in compliance with all Collective Bargaining Agreements and all applicable Laws relating to any previously terminated Representative. The Company has disclosed all written employee handbookslabor relations, policiesemployment and employment practices, programs occupational safety and arrangements to the Buyerhealth standards, terms and conditions of employment, payment of wages, classification of employees, immigration, visa, work status, pay equity and workers’ compensation. (c) No Representative or group Since December 1, 2016, neither the Company nor any of Representatives its Subsidiaries has informed (i) effectuated (A) a “plant closing” (as defined in the Company, either orally or in writing, Worker Adjustment and Retraining Notification Act (the “WARN Act”)) affecting any site of any plans to terminate their employment or relationship with the Company generally one or as a result more facilities or operating units within any site of the transactions contemplated hereby employment or otherwise. (d) All Representatives facility of the Company are or any of its Subsidiaries or (B) a “employees at willmass layoff” (as defined in the WARN Act) affecting any site of employment or otherwise employed such that the Company may lawfully terminate their employment at any time, with or without cause, without creating any material cause facility of action against the Company or otherwise giving rise any of its Subsidiaries or (ii) been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to any Liability of the Company for wrongful discharge, Breach of contract or tort or any other similar cause at law or in equity. A true and correct copy trigger application of any form of non-competition, non-solicitation, proprietary rights similar state or confidentiality agreement currently in force with any of the Representatives of the Company, and any material variances therefrom, has been delivered to Buyer.local Law. NAI-1507512591v13

Labor & Employment. (a) The Neither the Company nor any of the Acquired Companies is not a party to any collective bargaining agreement and there is no organizational effort presently being made on behalf of any labor union with respect to the Business or the employees of the CompanyCompany or any of the Acquired Companies. The Company has and each of the Acquired Companies have complied in all material respects with all applicable Laws relating to the employment of labor. The Neither the Company nor any of the Acquired Companies has not incurred any Liability with respect to any employee, former employee or other Representative as the result of the transactions contemplated hereby. No charge or complaint of employment discrimination, unfair labor practice or other similar charge or complaint has been made against the Company or any of the Acquired Companies during the last three (3) years, or is pending or, to the Knowledge of the Company, threatened, nor does to the Knowledge of the Company know of is there any basis for any such allegation, charge or complaint. (b) Schedule 3.22 3.24 sets forth the following: a true, complete and accurate list of each employee, independent contractor, director or consultant of the Company, his or her dates of hire, position and title (if any), current rate of compensation (identifying bonuses, commissions, incentive compensation and equity-based compensation, if any, separately), and, in the case of an employee, whether such employee is hourly or salaried, whether such employee is exempt or non-exempt, whether such employee is absent from active employment and, if so, the date such employee became inactive, the reason for such inactive status, and, if applicable, the anticipated date of return to active employment. Except as set forth on Schedule 3.22, Neither the Company does not have nor any of the Acquired Companies has any unsatisfied Liability to any previously terminated Representative. The Company has disclosed all written employee handbooks, policies, programs and arrangements to the Buyer. (c) No Representative or group of Representatives has informed the CompanyCompany or any of the Acquired Companies, either orally or in writing, of any plans to terminate their employment or relationship with the Company or any of the Acquired Companies, generally or as a result of the transactions contemplated hereby or otherwise. (d) All Representatives of the Company and the Acquired Companies are “employees at will” or otherwise employed such that the Company and the Acquired Companies may lawfully terminate their employment at any time, with or without cause, without creating any material cause of action against the Company or any of the Acquired Companies, or otherwise giving rise to any Liability of the Company or any of the Acquired Companies for wrongful discharge, Breach of contract or tort or any other similar cause at law or in equity. A true and correct copy of any form of non-competition, non-solicitation, proprietary rights or confidentiality agreement currently in force with any of the Representatives of the CompanyCompany or any of the Acquired Companies, and any material variances therefrom, has been delivered to the Buyer.

Labor & Employment. (a) The Company is not a party to any collective bargaining agreement and there is no organizational effort presently being made on behalf of any labor union with respect to the Business or the employees of the Company. The Company has complied in all material respects with all applicable Laws relating to the employment of labor. The Company has not incurred any material Liability with respect to any employee, former employee or other Representative as the result of the transactions contemplated hereby. No charge or complaint of employment discrimination, unfair labor practice or other similar charge or complaint has been made against the Company during the last three (3) years, or is pending or, to the Knowledge of the Company, threatened, nor does the Company know of any basis for any such allegation, charge or complaint. (b) Schedule 3.22 sets forth the following: The Company has provided to Buyer a true, complete and accurate list of each employee, independent contractor, director or consultant of the Company, his or her dates of hire, position and title (if any), current rate of compensation (identifying bonuses, commissions, incentive compensation and equity-based compensation, if any, separately), and, in the case of an employee, whether such employee is hourly or salaried, whether such employee is exempt or non-exempt, whether such employee is absent from active employment and, if so, the date such employee became inactive, the reason for such inactive status, and, if applicable, the anticipated date of return to active employment. Except as set forth on Schedule 3.22, the Company does not have any unsatisfied Liability to any previously terminated Representative. The Company has disclosed all written employee handbooks, policies, programs and arrangements to the Buyer. (c) No Representative or group of Representatives has informed the Company, either orally or in writing, of any plans to terminate their employment or relationship with the Company generally or as a result of the transactions contemplated hereby or otherwise. (d) All Representatives of the Company are “employees at will” or otherwise employed such that the Company may lawfully terminate their employment at any time, with or without cause, without creating any material cause of action against the Company or otherwise giving rise to any Liability of the Company for wrongful discharge, Breach of contract or tort or any other similar cause at law or in equity. A true and correct copy of any form of non-competition, non-solicitation, proprietary rights or confidentiality agreement currently in force with any of the Representatives of the Company, and any material variances therefrom, has been delivered to Buyer.