Common use of Labor Relations; Employees Clause in Contracts

Labor Relations; Employees. (a) Except as set forth on Section 4.14(a) of the Company Disclosure Letter, none of the Group Companies is a party to or bound by any collective bargaining agreement, or any similar agreement, no such agreement is being negotiated by any Group Company, and no labor union or any other employee representative body, to the knowledge of the Company, has requested or has sought to represent any of the employees of any Group Company. During the Lookback Period, there has been no actual or, to the knowledge of the Company, threatened strike, slowdown, work stoppage, lockout or other material labor dispute against or affecting any Group Company. (b) Each Group Company is in compliance with all applicable Laws respecting labor and employment including those of the Mexican Social Security Institute (Instituto Mexicano del Seguro Social), the Mexican Retirement Savings System (Sistema de Ahorro para el Retiro), the National Workers’ Housing Fund Institute (Instituto del Fondo Nacional de la Vivienda para los Trabajadores), the Income Tax Law (Ley del Impuesto Sobre la Renta) and those related to profit sharing, and all Laws respecting terms and conditions of employment, health and safety, minimum wages and working hours, holiday pay and the calculation of holiday pay, working time, statutory benefits, profit sharing, right to disconnect, remote or home office work, employee classification (with respect to both exempt vs. non-exempt status and employee vs. independent contractor and worker status), child labor, forced labor, outsourcing, subcontracting of work or services, immigration, employment discrimination, disability rights or benefits, equal opportunity and equal pay, plant closures and layoffs, affirmative action, workers’ compensation, loans to employees, labor relations, employee leave issues and unemployment insurance, social security dues, housing or retirement contributions, except where the failure to comply would not reasonably be expected to be, individually or in the aggregate, material to the business of the Group Companies. (c) The Group Companies have not received (i) notice of any unfair labor practice charge or material complaint before any relevant labor and social security authorities or any other Governmental Authority against them, (ii) notice of any complaints, grievances or arbitrations arising out of any collective bargaining agreement or in connection with the denial of the rights of free association, (iii) notice of any material charge or complaint with respect to or relating to them before any relevant labor and social security authorities or any other Governmental Authority responsible for the prevention of unlawful employment practices, (iv) notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, child labor, outsourcing, subcontracting, immigration, or occupational safety and health Laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, or (v) notice of any material complaint, lawsuit or other proceeding in any forum by or on behalf of any present or former employee of such entities, any applicant for employment or classes of the foregoing alleging breach of any express or implied Contract of employment, any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, unfair labor practices or denial of the rights of free association and collective bargaining and with respect to each of (i) through (v) herein, no such matters are pending or, to the knowledge of the Company, threatened. (d) To the knowledge of the Company, no present or former employee, worker or independent contractor of any Group Company is in violation of (i) any material restrictive covenant, nondisclosure obligation or fiduciary duty to any Group Company or (ii) any material restrictive covenant or nondisclosure obligation to a former employer or engager of any such individual relating to (A) the right of any such individual to work for or provide services to the Company or any of the Company’s Subsidiaries or (B) the knowledge or use of trade secrets or proprietary information. (e) During the Lookback Period, none of the Group Companies has entered into a settlement agreement with a current or former officer, employee or independent contractor of any Group Company that involves allegations relating to sexual harassment, sexual misconduct or discrimination by either (i) an officer of any Group Company or (ii) an employee of any Group Company. To the knowledge of the Company, during the Lookback Period, no allegations of sexual harassment, sexual misconduct or discrimination have been made against an officer or employee of any Group Company. (f) None of the Group Companies has misclassified its current or former independent contractors as such or its current or former employees as exempt or nonexempt from wage and hour Laws, except as would not reasonably be expected to be material to the Group Companies, taken as a whole. Effective as of September 1, 2021, the Group Companies have complied in all material aspects with the Labor Subcontracting Reform enacted April 23, 2021, which comprised amendments to labor, social security and tax laws, including: (i) the prohibition to subcontract personnel; (ii) the requirement to internalize previously outsourced personnel to conduct its core business activities; (iii) the subcontracting of specialized services not comprised under its corporate purpose and main economic activity declared before tax authorities; and (iv) the request to its contractors to submit evidence of their registration as specialized service providers before the Mexican Ministry of Labor and Social Welfare (Secretaría del Trabajo y Prevención Social) and other applicable information under the Mexican Income Tax Law (Ley del Impuesto Sobre la Renta) and the Mexican Value Added Tax Law (Ley del Impuesto al Valor Agregado). (g) No employee of the Group Companies or individual assigned to the business of the Group Companies resides in an outsourcing entity. Each and all specialized services agreements entered into by the Group Companies comply with all requirements under applicable Law and each and all services providers are duly registered before the Mexican Registry of Providers of Services or Specialized Works (Registro de Prestadoras de Servicios Especializados u Obras Especializadas) except for those actions to be carried out by the applicable Group Company, as stated in Section 6.13 of the Company Disclosure Letter. (h) Except as set forth on Section 4.14(h) of the Company Disclosure Letter, none of the Group Companies have granted any loans to its current or former stockholders, members or employees that have not been settled in full, and such loans that were granted in compliance with the applicable Laws in all material respects. (i) During the Lookback Period no Group Company has granted to any of its employees any increase in compensation or any increase in benefits or any payment of any bonus other than in the ordinary course of business consistent with past practices, and (B) has not offered, promised or agreed to any future variation in any Contract of employment of any of its employees outside of the ordinary course of business. No negotiations for an increase in the remuneration or benefits of any of the Group Company’s employees are ongoing. (j) None of the Group Companies have entered into individual employment agreements with current or former employees that do not comply with the specifications provided in the applicable Laws.

Appears in 3 contracts

Samples: Business Combination Agreement (HCM Acquisition Corp), Business Combination Agreement (HCM Acquisition Corp), Business Combination Agreement (HCM Acquisition Corp)

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Labor Relations; Employees. (a) Except as set forth on Section 4.14(a4.15(a) of the Company Disclosure Letter, none neither the Company nor any of the Group Companies its Subsidiaries is a party to or bound by any collective bargaining agreement, or any similar agreement, no such agreement is being negotiated by the Company or any Group of the Company’s Subsidiaries, and no labor union or any other employee representative bodybody has requested or, to the knowledge of the Company, has requested or has sought to represent any of the employees of the Company or its Subsidiaries. To the knowledge of the Company, there has been no labor organization activity involving any Group Companyemployees of the Company or any of its Subsidiaries. During In the Lookback Periodpast three (3) years, there has been no actual or, to the knowledge of the Company, threatened strike, slowdown, work stoppage, lockout or other material labor dispute against or affecting the Company or any Group Subsidiary of the Company. (b) Each Group of the Company is and its Subsidiaries are, and have been for the past three (3) years, in material compliance with all applicable Laws respecting labor and employment including those of the Mexican Social Security Institute (Instituto Mexicano del Seguro Social)including, the Mexican Retirement Savings System (Sistema de Ahorro para el Retiro)but not limited to, the National Workers’ Housing Fund Institute (Instituto del Fondo Nacional de la Vivienda para los Trabajadores), the Income Tax Law (Ley del Impuesto Sobre la Renta) and those related to profit sharing, and all Laws respecting terms and conditions of employment, health and safety, minimum wages and working hours, holiday pay and the calculation of holiday pay, working time, statutory benefits, profit sharing, right to disconnect, remote or home office work, employee classification (with respect to both exempt vs. non-exempt status and employee vs. independent contractor and worker status), child labor, forced labor, outsourcing, subcontracting of work or services, immigration, employment discrimination, harassment, retaliation, disability rights or benefits, equal opportunity and equal pay, plant closures and layoffs, affirmative action, workers’ compensation, loans to employees, labor relations, employee leave issues and unemployment insurance, social security dues, housing or retirement contributions, except where the failure to comply would not reasonably be expected to be, individually or in the aggregate, material to the business of the Group Companies. (c) The Group Companies In the past three (3) years, the Company and its Subsidiaries have not received (i) notice of any unfair labor practice charge or material complaint pending or threatened before any relevant labor and social security authorities the National Labor Relations Board or any other Governmental Authority against them, (ii) notice of any complaints, grievances or arbitrations Actions arising out of any collective bargaining agreement agreement, or in connection with the denial of the rights of free associationany similar agreement, or any other grievances or Actions against them, (iii) notice of any material charge or complaint Action with respect to or relating to them pending before any relevant labor and social security authorities the Equal Employment Opportunity Commission or any other Governmental Authority responsible for the prevention of unlawful employment practices, (iv) notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, child labor, outsourcing, subcontracting, immigration, or occupational safety and health Laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, or (v) notice of any material complaint, lawsuit Action pending or other proceeding threatened in any forum by or on behalf of any present or former employee employee, worker or independent contractor of such entities, any applicant for employment or classes of the foregoing alleging breach of any express or implied Contract of employment, any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, unfair labor practices or denial of the rights of free association and collective bargaining and with respect to each of foregoing. (id) through (v) herein, no such matters are pending or, to To the knowledge of the Company, threatenedno employee of the Company or any of the Company’s Subsidiaries with an annual base salary in excess of $150,000 has (whether oral or in writing) indicated an intention to terminate his or her employment. (de) To the knowledge of the Company, no present or former employee, worker or independent contractor of the Company or any Group Company of the Company’s Subsidiaries is in violation of (i) any material restrictive covenant, nondisclosure obligation or fiduciary duty to the Company or any Group Company of the Company’s Subsidiaries or (ii) any material restrictive covenant or nondisclosure obligation to a former employer or engager of any such individual relating to (A) the right of any such individual to work for or provide services to the Company or any of the Company’s Subsidiaries or (B) the knowledge or use of trade secrets or proprietary information. (ef) During Neither the Lookback Period, none Company nor any of the Group Companies has entered into Company’s Subsidiaries is party to a settlement agreement with a current or former director, officer, employee or independent contractor of the Company or any Group Company of the Company’s Subsidiaries that involves allegations relating to sexual harassment, sexual misconduct or discrimination by either (i) an a director or officer of the Company or any Group Company of the Company’s Subsidiaries or (ii) an employee of the Company or any Group of the Company’s Subsidiaries at the level of Vice President or above. To the knowledge of the Company, during in the Lookback Periodlast five (5) years, no allegations of sexual harassment, sexual misconduct or discrimination have been made against an officer or employee of any Group Company. (f) None of the Group Companies has misclassified its current or former independent contractors as such or its current or former employees as exempt or nonexempt from wage and hour Laws, except as would not reasonably be expected to be material to the Group Companies, taken as a whole. Effective as of September 1, 2021, the Group Companies have complied in all material aspects with the Labor Subcontracting Reform enacted April 23, 2021, which comprised amendments to labor, social security and tax laws, including: (i) a director or officer of the prohibition to subcontract personnel; Company or any of the Company’s Subsidiaries or (ii) an employee of the requirement to internalize previously outsourced personnel to conduct its core business activities; (iii) Company or any of the subcontracting Company’s Subsidiaries at the level of specialized services not comprised under its corporate purpose and main economic activity declared before tax authorities; and (iv) the request to its contractors to submit evidence of their registration as specialized service providers before the Mexican Ministry of Labor and Social Welfare (Secretaría del Trabajo y Prevención Social) and other applicable information under the Mexican Income Tax Law (Ley del Impuesto Sobre la Renta) and the Mexican Value Added Tax Law (Ley del Impuesto al Valor Agregado)Vice President or above. (g) No employee In the past three (3) years, the Company and its Subsidiaries have not engaged in layoffs, furloughs or employment terminations sufficient to trigger application of the Group Companies Workers’ Adjustment and Retraining Notification Act or individual assigned any similar state or local law relating to group terminations. The Company and its Subsidiaries have not engaged in layoffs, furloughs, employment terminations (other than for cause), or salary, other compensation or benefits reductions, in each case, whether temporary or permanent, since January 1, 2020, through the date hereof. As of the date hereof, the Company and its Subsidiaries have no plans to engage in any layoffs, furloughs or employment terminations, salary, other compensation or benefits reductions, in each case, whether temporary or permanent, within the next six (6) months. The Company, taken as a whole with its Subsidiaries, has sufficient employees to operate the business of the Group Companies resides in an outsourcing entity. Each Company and all specialized services agreements entered into by the Group Companies comply with all requirements under applicable Law and each and all services providers are duly registered before the Mexican Registry of Providers of Services or Specialized Works (Registro de Prestadoras de Servicios Especializados u Obras Especializadas) except for those actions to be carried out by the applicable Group Company, its Subsidiaries as stated in Section 6.13 of the Company Disclosure Lettercurrently conducted. (h) Except as set forth on Section 4.14(h) of the Company Disclosure Letter, none of the Group Companies have granted any loans to its current or former stockholders, members or employees that have not been settled in full, and such loans that were granted in compliance with the applicable Laws in all material respects. (i) During the Lookback Period no Group Company has granted to any of its employees any increase in compensation or any increase in benefits or any payment of any bonus other than in the ordinary course of business consistent with past practices, and (B) has not offered, promised or agreed to any future variation in any Contract of employment of any of its employees outside of the ordinary course of business. No negotiations for an increase in the remuneration or benefits of any of the Group Company’s employees are ongoing. (j) None of the Group Companies have entered into individual employment agreements with current or former employees that do not comply with the specifications provided in the applicable Laws.

Appears in 2 contracts

Samples: Merger Agreement (Xos, Inc.), Merger Agreement (NextGen Acquisition Corp)

Labor Relations; Employees. (a) Except as set forth on Section 4.14(a) of the Company Disclosure Letter, none neither the Company nor any of the Group Companies its Subsidiaries is a party to or bound by any collective bargaining agreement, or any similar agreement, no such agreement is being negotiated by the Company or any Group of the Company’s Subsidiaries, and no labor union or any other employee representative bodybody has requested or, to the knowledge of the Company, has requested or has sought to represent any of the employees of the Company or its Subsidiaries. To the knowledge of the Company, there have been no labor organization activity involving any Group Companyemployees of the Company or any of its Subsidiaries. During In the Lookback Periodpast three (3) years, there has been no actual or, to the knowledge of the Company, threatened strike, slowdown, work stoppage, lockout or other material labor dispute against or affecting the Company or any Group Subsidiary of the Company. (b) Each Group of the Company is and its Subsidiaries are, and have been for the past three (3) years, in material compliance with all applicable Laws respecting labor and employment including those of the Mexican Social Security Institute (Instituto Mexicano del Seguro Social)including, the Mexican Retirement Savings System (Sistema de Ahorro para el Retiro)but not limited to, the National Workers’ Housing Fund Institute (Instituto del Fondo Nacional de la Vivienda para los Trabajadores), the Income Tax Law (Ley del Impuesto Sobre la Renta) and those related to profit sharing, and all Laws respecting terms and conditions of employment, health and safety, minimum wages and working hours, holiday pay and the calculation of holiday pay, working time, statutory benefits, profit sharing, right to disconnect, remote or home office work, employee classification (with respect to both exempt vs. non-exempt status and employee vs. independent contractor and worker status), child labor, forced labor, outsourcing, subcontracting of work or services, immigration, employment discrimination, disability rights or benefits, equal opportunity and equal pay, plant closures and layoffs, affirmative action, workers’ compensation, loans to employees, labor relations, employee leave issues and unemployment insurance, social security dues, housing or retirement contributions, except where the failure to comply would not reasonably be expected to be, individually or in the aggregate, material to the business of the Group Companies. (c) The Group Companies In the past three (3) years, the Company and its Subsidiaries have not received (i) notice of any unfair labor practice charge or material complaint pending or threatened before any relevant labor and social security authorities the National Labor Relations Board or any other Governmental Authority against them, (ii) notice of any complaints, grievances or arbitrations arising out of any collective bargaining agreement or in connection with the denial of the rights of free associationany other complaints, grievances or arbitration procedures against them, (iii) notice of any material charge or complaint with respect to or relating to them pending before any relevant labor and social security authorities the Equal Employment Opportunity Commission or any other Governmental Authority responsible for the prevention of unlawful employment practices, (iv) notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, child labor, outsourcing, subcontracting, immigration, or occupational safety and health Laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, or (v) notice of any material complaint, lawsuit or other proceeding pending or threatened in any forum by or on behalf of any present or former employee of such entities, any applicant for employment or classes of the foregoing alleging breach of any express or implied Contract of employment, any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, unfair labor practices or denial of the rights of free association and collective bargaining and with respect to each of . (id) through (v) herein, no such matters are pending or, to To the knowledge of the Company, threatenedno employee of the Company or any Company’s Subsidiaries with annual base salary of $250,000 or more or at the level of Vice President or higher intends to terminate his or her employment. (de) To the knowledge of the Company, no present or former employee, worker or independent contractor of the Company or any Group Company of the Company’s Subsidiaries’ is in violation of (i) any material restrictive covenant, nondisclosure obligation or fiduciary duty to the Company or any Group Company of the Company’s Subsidiaries or (ii) any material restrictive covenant or nondisclosure obligation to a former employer or engager of any such individual relating to (A) the right of any such individual to work for or provide services to the Company or any of the Company’s Subsidiaries Subsidiaries’ or (B) the knowledge or use of trade secrets or proprietary information. (ef) During Neither the Lookback Period, none Company nor any of the Group Companies has entered into Company’s Subsidiaries is party to a settlement agreement with a current or former officer, employee or independent contractor of the Company or any Group Company of the Company’s Subsidiaries that involves allegations relating to sexual harassment, sexual misconduct or discrimination by either (i) an officer of the Company or any Group Company of the Company’s Subsidiaries or (ii) an employee of the Company or any Group of the Company’s Subsidiaries at the level of Vice President or above. To the knowledge of the Company, during in the Lookback Periodlast five (5) years, no allegations of sexual harassment, sexual misconduct or discrimination have been made against (i) an officer of the Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any Group of the Company’s Subsidiaries at the level of Vice President or above. (fg) None In the past four (4) years, neither the Company nor any of the Group Companies Company’s Subsidiaries has misclassified its current or former independent contractors as such or its current or former employees as exempt or nonexempt from wage and hour Laws, except as would not reasonably be expected to be material to the Group Companies, taken as a whole. Effective as of September 1, 2021, the Group Companies have complied in all material aspects with the Labor Subcontracting Reform enacted April 23, 2021, which comprised amendments to labor, social security and tax laws, including: (i) the prohibition to subcontract personnel; (ii) the requirement to internalize previously outsourced personnel to conduct its core business activities; (iii) the subcontracting of specialized services not comprised under its corporate purpose and main economic activity declared before tax authorities; and (iv) the request to its contractors to submit evidence of their registration as specialized service providers before the Mexican Ministry of Labor and Social Welfare (Secretaría del Trabajo y Prevención Social) and other applicable information under the Mexican Income Tax Law (Ley del Impuesto Sobre la Renta) and the Mexican Value Added Tax Law (Ley del Impuesto al Valor Agregado). (g) No employee of the Group Companies or individual assigned to the business of the Group Companies resides in an outsourcing entity. Each and all specialized services agreements entered into by the Group Companies comply with all requirements under applicable Law and each and all services providers are duly registered before the Mexican Registry of Providers of Services or Specialized Works (Registro de Prestadoras de Servicios Especializados u Obras Especializadas) except for those actions to be carried out by the applicable Group Company, as stated in Section 6.13 of the Company Disclosure Letter. (h) Except as set forth on Section 4.14(h) of the Company Disclosure Letter, none of the Group Companies have granted any loans to its current or former stockholders, members or employees that have not been settled in full, and such loans that were granted in compliance with the applicable Laws in all material respects. (i) During the Lookback Period no Group Company has granted to any of its employees any increase in compensation or any increase in benefits or any payment of any bonus other than in the ordinary course of business consistent with past practices, and (B) has not offered, promised or agreed to any future variation in any Contract of employment of any of its employees outside of the ordinary course of business. No negotiations for an increase in the remuneration or benefits of any of the Group Company’s employees are ongoing. (j) None of the Group Companies have entered into individual employment agreements with current or former employees that do not comply with the specifications provided in the applicable Laws.

Appears in 1 contract

Samples: Merger Agreement (Social Capital Hedosophia Holdings Corp. III)

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Labor Relations; Employees. (a) Except as set forth on Section 4.14(a3.17(a) of the Company Disclosure Letter, none neither the Company nor any of the Group Companies its Subsidiaries is a party to or bound by any collective bargaining agreement, or any similar agreement, no such agreement is being negotiated by the Company or any Group of the Company’s Subsidiaries, and no labor union union, works council or any other employee representative bodybody has, to the knowledge Knowledge of the Company, has requested or has sought to represent any of the employees of the Company or its Subsidiaries. To the Knowledge of the Company, there have been no labor organization activity involving any Group Companyemployees of the Company or any of its Subsidiaries. During In the Lookback Periodpast three (3) years, there has been no actual or, to the knowledge Knowledge of the Company, threatened strike, slowdown, work stoppage, lockout or other material labor dispute against or affecting the Company or any Group Subsidiary of the Company. (b) Each Group Except as would not have a Company is Material Adverse Effect, each of the Company and its Subsidiaries are, and have been for the past three (3) years, in compliance with all applicable Laws respecting labor and employment applicable to the Company’s and its Subsidiaries (including those in respect of the Mexican Social Security Institute (Instituto Mexicano del Seguro Social)each of its employees and Direct Consultants) including, the Mexican Retirement Savings System (Sistema de Ahorro para el Retiro)but not limited to, the National Workers’ Housing Fund Institute (Instituto del Fondo Nacional de la Vivienda para los Trabajadores), the Income Tax Law (Ley del Impuesto Sobre la Renta) and those related to profit sharing, and all Laws respecting terms and conditions of employment, health and safety, minimum wages and working hours, holiday pay and the calculation of holiday pay, working time, statutory benefits, profit sharing, right to disconnect, remote or home office work, employee classification (with respect to both exempt vs. non-exempt status and employee vs. independent contractor and worker status), child labor, forced labor, outsourcing, subcontracting of work or services, immigration, employment discrimination, disability rights or benefits, equal opportunity and equal pay, plant closures and layoffs, affirmative action, workers’ compensation, loans to employees, labor relations, employee leave issues and unemployment insurance, social security dues, housing or retirement contributions, except where the failure to comply would not reasonably be expected to be, individually or in the aggregate, material to the business of the Group Companies. (c) The Group Companies Except as would not have a Company Material Adverse Effect, in the past three (3) years, the Company and its Subsidiaries have not received (i) notice of any unfair labor practice charge or material complaint before any relevant labor and social security authorities the National Labor Relations Board or any other Governmental Authority against them, (ii) notice of any complaints, grievances or arbitrations arising out of any collective bargaining agreement or in connection with the denial of the rights of free associationagreement, (iii) notice of any material charge or complaint with respect to or relating to them before any relevant labor and social security authorities the Equal Employment Opportunity Commission or any other Governmental Authority responsible for the prevention of unlawful employment practices, (iv) notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, worker classification, child labor, outsourcing, subcontracting, immigration, or occupational safety and health Laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, or (v) notice of any material complaint, lawsuit or other proceeding in before any forum Governmental Authority by or on behalf of any present or former employee or other service provider (including pet services providers) of such entities, any applicant for employment or classes of the foregoing alleging misclassification, breach of any express or implied Contract of employment, any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, unfair labor practices or denial of the rights of free association and collective bargaining and with respect to each of (i) through (v) herein, no such matters are pending or, or to the knowledge Knowledge of the Company, threatened. (d) To In the knowledge of the Companypast three (3) years, no present or former employee, worker or independent contractor of any Group Company is in violation of (i) any material restrictive covenant, nondisclosure obligation or fiduciary duty to any Group Company or (ii) any material restrictive covenant or nondisclosure obligation to a former employer or engager of any such individual relating to (A) the right of any such individual to work for or provide services to Governmental Authority has determined that the Company or its Subsidiaries has misclassified any individual as a non-employee. (e) In the past three (3) years, neither the Company nor any of the Company’s Subsidiaries or (B) the knowledge or use of trade secrets or proprietary information. (e) During the Lookback Period, none of the Group Companies has entered into a settlement agreement with a current or former officer, employee or independent contractor of the Company or any Group Company that involves of the Company’s Subsidiaries resolving specific allegations made by such individual relating to sexual harassment, harassment or sexual misconduct or discrimination by either (i) an officer of the Company or any Group Company of the Company’s Subsidiaries or (ii) an employee of the Company or any Group of the Company’s Subsidiaries at or above the level of Vice President or Senior Director. To the knowledge Knowledge of the Company, during in the Lookback Periodlast three (3) years, no allegations of sexual harassment, harassment or sexual misconduct or discrimination have been made against an officer or employee of any Group Company. (f) None of the Group Companies has misclassified its current or former independent contractors as such or its current or former employees as exempt or nonexempt from wage and hour Laws, except as would not reasonably be expected to be material to the Group Companies, taken as a whole. Effective as of September 1, 2021, the Group Companies have complied in all material aspects with the Labor Subcontracting Reform enacted April 23, 2021, which comprised amendments to labor, social security and tax laws, including: (i) an officer of the prohibition to subcontract personnel; Company or any of the Company’s Subsidiaries or (ii) the requirement to internalize previously outsourced personnel to conduct its core business activities; (iii) the subcontracting of specialized services not comprised under its corporate purpose and main economic activity declared before tax authorities; and (iv) the request to its contractors to submit evidence of their registration as specialized service providers before the Mexican Ministry of Labor and Social Welfare (Secretaría del Trabajo y Prevención Social) and other applicable information under the Mexican Income Tax Law (Ley del Impuesto Sobre la Renta) and the Mexican Value Added Tax Law (Ley del Impuesto al Valor Agregado). (g) No an employee of the Group Companies Company or individual assigned to the business of the Group Companies resides in an outsourcing entity. Each and all specialized services agreements entered into by the Group Companies comply with all requirements under applicable Law and each and all services providers are duly registered before the Mexican Registry of Providers of Services or Specialized Works (Registro de Prestadoras de Servicios Especializados u Obras Especializadas) except for those actions to be carried out by the applicable Group Company, as stated in Section 6.13 of the Company Disclosure Letter. (h) Except as set forth on Section 4.14(h) of the Company Disclosure Letter, none of the Group Companies have granted any loans to its current or former stockholders, members or employees that have not been settled in full, and such loans that were granted in compliance with the applicable Laws in all material respects. (i) During the Lookback Period no Group Company has granted to any of its employees any increase in compensation or any increase in benefits or any payment of any bonus other than in the ordinary course of business consistent with past practices, and (B) has not offered, promised or agreed to any future variation in any Contract of employment of any of its employees outside of the ordinary course of business. No negotiations for an increase in the remuneration or benefits of any of the Group Company’s employees are ongoingSubsidiaries at or above the level of Vice President or Senior Director. (j) None of the Group Companies have entered into individual employment agreements with current or former employees that do not comply with the specifications provided in the applicable Laws.

Appears in 1 contract

Samples: Merger Agreement (Rover Group, Inc.)

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