Common use of Other Employment Matters Clause in Contracts

Other Employment Matters. 4.17.1 Neither the Company nor any of its Affiliates is a party to or bound by a Collective Bargaining Agreement, nor is any such agreement being negotiated, and no Collective Bargaining Agreement is applicable to any employees of the Company or any of its Affiliates. To the Company’s Knowledge, as of the date of this Agreement, no labor organization or group of employees of the Company or any of its Affiliates 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, to the Company’s Knowledge, threatened to be brought or filed with or before the National Labor Relations Board or any other labor relations tribunal or authority. To the Company’s Knowledge, in the past three (3) years, there have been no organizing activities, union election activity or attempts to bargain collectively. In the past three (3) years, there have been no strikes, work stoppages, slowdowns, picketing, concerted refusal to work overtime, handbilling, demonstrations, leafletting, lockouts, arbitrations or grievances (in each case involving labor matters), or other labor disputes against or involving the Company or any of its Affiliates and none are pending, or, to the Company’s Knowledge, threatened. Neither the Company nor any of its Affiliates is a party to any agreement, arrangement or understanding, whether written or oral, with any union, trade union, works council or other employee representative body or any material number or category of its employees that would prevent or materially restrict or impede the consummation of the transactions contemplated by this Agreement or the implementation of any layoff, redundancy, severance or similar program within its or their respective workforces (or any part of them). 4.17.2 Except as would not reasonably be expected to result in a material liability to the Company and its Subsidiaries, taken as a whole, each of the Company and its Subsidiaries is, and has for the past three (3) years been in compliance in all respects with all federal, state, local and foreign laws regarding labor, employment and employment practices, including but not limited to all laws relating to (i) the hiring, promotion, assignment, and termination of employees; (ii) discrimination; (iii) harassment; (iv) retaliation; (v) equal employment opportunities; (vi) disability; (vii) labor relations; (viii) wages and hours; (ix) the Fair Labor Standards Act of 1938, and applicable state and local wage and hour laws (collectively, “FLSA”); (x) hours of work; (xi) payment of wages; (xii) immigration; (xiii) workers’ compensation; (xiv) employee benefits; (xv) background and credit checks; (xvi) working conditions; (xvii) occupational safety and health; (xviii) family and medical leave; and (xvix) any bargaining or other obligations under the National Labor Relations Act. To the Company’s Knowledge, each employee, officer and independent contractor of the Company and any of its Subsidiaries has all work permits, immigration permits, visas, or other authorizations required by applicable law for such service provider given the duties and nature of such service provider’s services. A properly completed Form I-9 is on file with respect to each US-based employee of the Company and its Subsidiaries. 4.17.3 Except as would not reasonably be expected to result in a material liability to the Company and its Subsidiaries, taken as a whole, there are no pending or, to the Company’s Knowledge, threatened Actions or other legal proceeding against the Company or any of its Subsidiaries brought by or on behalf of any applicant for employment, any current or former officer, employee, independent contractor, leased employee, intern, volunteer or “temp” of the Company or any of its Subsidiaries, or any person alleging to be a current or former employee, or any group or class of the foregoing, or any Governmental Authority, alleging (i) violation of any labor or employment law; (ii) breach of any Collective Bargaining Agreement; (iii) breach of any express or implied contract of employment; (iv) wrongful termination of employment; or (v) any other discriminatory, wrongful or tortious conduct in connection with any employment relationship. Prior to the date of this Agreement, neither the Company nor any of its Subsidiaries is subject to any liabilities or obligations under the United States Worker Adjustment and Retraining Notification Act or any similar state or local law that remain unsatisfied.. 4.17.4 For the past three (3) years, all individuals who perform or have performed services for the Company or any of its Subsidiaries have been properly classified under applicable law as (i) employees or independent contractors and (ii) for employees, as an “exempt” employee or a “non-exempt” employee (within the meaning of the FLSA and state law), and no such individual has been improperly included or excluded from any Plan, except for non-compliance or exclusions which would not reasonably be expected to result in material liability to the Company or any of its Subsidiaries, taken as a whole, and neither the Company nor any of its Subsidiaries has notice of any pending or, to the knowledge of the Company, threatened inquiry or audit from any Governmental Authority concerning any such classifications. 4.17.5 The Company has made available to Purchaser a list of all persons who are employees of the Company and its Subsidiaries as of the date of this Agreement, which list sets forth for each such individual the following: (i) identification number; (ii) title or position; (iii) whether full or part time; (iv) hire date; (v) current annual base compensation rate; (vi) commission, bonus or other cash incentive-based compensation; (vii) classification as exempt or non-exempt and (viii) location. 4.17.6 No employee of the Company or any of its Subsidiaries with a title of vice president or higher has given notice to the Company or any of its Subsidiaries that such employee intends to terminate his or her employment. To the Company’s Knowledge, no current or former officer or employee is in violation, in any material respect, of any term of any employment contract, non-disclosure agreement or noncompetition agreement between such officer or employee and the Company or any of its Affiliates.

Other Employment Matters. 4.17.1 Neither 3.22.1 Except as disclosed on Schedule 3.22, (a) the Company nor any is in material compliance with all Laws respecting employment and employment practices and terms and conditions of its Affiliates is a party to employment, including all minimum wage and overtime Laws and wage payment Laws, child labor, immigration, employment discrimination, disability rights or bound by a Collective Bargaining Agreement, nor is any such agreement being negotiatedbenefits Laws, and has not, and is not, engaged in any unfair labor practice, (b) there is no Collective Bargaining Agreement is applicable to any employees of unfair labor practice complaint against the Company or any of its Affiliates. To the Company’s Knowledge, as of the date of this Agreement, no labor organization or group of employees of the Company or any of its Affiliates 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, to the Company’s Knowledge, threatened to be brought or filed with or before the National Labor Relations Board or any other Board, (c) there is no labor relations tribunal or authority. To the Company’s Knowledgestrike, in the past three (3) yearsdispute, there have been no organizing activities, union election activity or attempts to bargain collectively. In the past three (3) years, there have been no strikes, work stoppages, slowdowns, picketing, concerted refusal to work overtime, handbilling, demonstrations, leafletting, lockouts, arbitrations or grievances (in each case involving labor matters)slowdown, or other labor disputes stoppage pending or threatened against or involving the Company, (d) the Company or is not a party to any of its Affiliates collective bargaining agreement and none are pendingno collective bargaining agreement is currently being negotiated by the Company, or(e) the Company has not breached any collective bargaining agreements, (f) to the Company’s Knowledgeknowledge, threatened. Neither the Company nor any of its Affiliates is a party to any agreement, arrangement or understanding, whether written or oral, with any union, trade union, works council or other employee representative body or any material number or category of its no representation question exists respecting employees that would prevent or materially restrict or impede the consummation of the transactions contemplated by this Agreement or the implementation of any layoff, redundancy, severance or similar program within its or their respective workforces (or any part of them). 4.17.2 Except as would not reasonably be expected to result in a material liability to the Company and its Subsidiaries, taken as a whole, each of the Company and its Subsidiaries is, and has for the past three (3g) years been no claim in compliance in all respects with all federal, state, local and foreign laws regarding labor, employment and employment practices, including but not limited to all laws relating to (i) the hiring, promotion, assignment, and termination of employees; (ii) discrimination; (iii) harassment; (iv) retaliation; (v) equal employment opportunities; (vi) disability; (vii) labor relations; (viii) wages and hours; (ix) the Fair Labor Standards Act of 1938, and applicable state and local wage and hour laws (collectively, “FLSA”); (x) hours of work; (xi) payment of wages; (xii) immigration; (xiii) workers’ compensation; (xiv) employee benefits; (xv) background and credit checks; (xvi) working conditions; (xvii) occupational safety and health; (xviii) family and medical leave; and (xvix) any bargaining or other obligations under the National Labor Relations Act. To the Company’s Knowledge, each employee, officer and independent contractor respect of the Company and employment of any of its Subsidiaries has all work permits, immigration permits, visas, or other authorizations required by applicable law for such service provider given the duties and nature of such service provider’s services. A properly completed Form I-9 is on file with respect to each US-based employee of the Company and its Subsidiaries. 4.17.3 Except as would not reasonably be expected to result in a material liability to the Company and its Subsidiaries, taken as a whole, there are no pending or, to the Company’s Knowledge, threatened Actions or other legal proceeding against the Company or any of its Subsidiaries brought by or on behalf of any applicant for employment, any current or former officer, employee, independent contractor, leased employee, intern, volunteer or “temp” of the Company or any of its Subsidiaries, or any person alleging to be a current or former employee, or any group or class of the foregoing, or any Governmental Authority, alleging (i) violation of any labor or employment law; (ii) breach of any Collective Bargaining Agreement; (iii) breach of any express or implied contract of employment; (iv) wrongful termination of employment; or (v) any other discriminatory, wrongful or tortious conduct in connection with any employment relationship. Prior to the date of this Agreement, neither the Company nor any of its Subsidiaries is subject to any liabilities or obligations under the United States Worker Adjustment and Retraining Notification Act or any similar state or local law that remain unsatisfied.. 4.17.4 For the past three (3) years, all individuals who perform or have performed services for the Company or any of its Subsidiaries have been properly classified under applicable law as (i) employees or independent contractors and (ii) for employees, as an “exempt” employee or a “non-exempt” employee (within the meaning of the FLSA and state law), and no such individual has been improperly included or excluded from any Plan, except for non-compliance or exclusions which would not reasonably be expected to result in material liability to the Company or any of its Subsidiaries, taken as a whole, asserted and neither the Company nor any of its Subsidiaries has notice of any is currently pending or, to the knowledge of the Company, threatened inquiry threatened, against the Company. 3.22.2 To the knowledge of the Company, all employees, agents, and contractors of the Company are legally authorized to work in the United States either because of their status as United States citizens, legal permanent residents, or audit by virtue of possessing a visa under Law relating to immigration control which visa allows for such employee to work in the United States. The Company, has not hired, recruited or referred for a fee a Person who is not legally authorized to be employed in the United States, to the knowledge of the Company, employed a Person that is not legally authorized to be employed in the United States. The Company has properly completed all reporting and verification requirements pursuant to any Law relating to immigration control for all of its employees, agents and contractors including the Form I-9. The Company has retained for each current employee the Form I-9 throughout such employee’s period of employment with the Company and has retained a Form I-9 for each former employee of the Company for a period of one (1) year from the date of termination of such employee or three (3) years from the date of hire, whichever is later. The Company has not received any written notice from any Governmental Authority concerning any such classifications. 4.17.5 The that, and the Company has made available no knowledge that, the Company is in violation of any Law pertaining to Purchaser a list of all persons who are employees immigration control or that any current or former employee, agent or contractor of the Company is or was not legally authorized to be employed in the United States or is or was using an invalid social security number and its Subsidiaries as of the date of this Agreementthere is no pending, which list sets forth for each such individual the following: (i) identification number; (ii) title or position; (iii) whether full or part time; (iv) hire date; (v) current annual base compensation rate; (vi) commission, bonus or other cash incentive-based compensation; (vii) classification as exempt or non-exempt and (viii) location. 4.17.6 No employee of the Company or any of its Subsidiaries with a title of vice president or higher has given notice to the Company or any of its Subsidiaries that such employee intends to terminate his or her employment. To the Company’s Knowledgeknowledge threatened, no current charge or former officer or employee is in violation, in any material respect, complaint under the Immigration Reform and Control Act of any term of any employment contract, non-disclosure agreement or noncompetition agreement between such officer or employee and 1986 against the Company or any of its AffiliatesCompany.

Other Employment Matters. 4.17.1 Neither Except as disclosed on Schedule 3.22, (a) the Company nor Companies are in material compliance with all Laws and other obligations respecting employment and employment practices and terms and conditions of employment, including all minimum wage and overtime Laws and wage payment Laws, employee notification, leave, affirmative action, child labor, immigration, employment discrimination, disability rights or benefits Laws, have not received any notice of its Affiliates is a party an investigation, charge, citation, penalty, or assessment from any Governmental Authority with respect to or bound by a Collective Bargaining Agreement, nor is any such agreement being negotiatedlabor and employment Laws, and no Collective Bargaining Agreement is applicable to any employees of the Company or any of its Affiliates. To the Company’s Knowledge, as of the date of this Agreement, no labor organization or group of employees of the Company or any of its Affiliates has made a pending demand for recognition or certificationhave not, and are not, engaged in any unfair labor practice, (b) there are is no representation unfair labor practice charge or certification proceedings complaint or petitions seeking a representation labor arbitration proceeding presently pending oragainst any Company, to the Company’s Knowledge, threatened to be brought or filed with or before the National Labor Relations Board or any other labor relations tribunal or authority. To the Company’s Knowledge, in (c) during the past three five (35) years, years there have been no organizing activitiesand there currently are no labor strike(s), union election activity or attempts to bargain collectively. In the past three (3) yearsdispute(s), there have been no strikes, work stoppages, slowdowns, picketing, concerted refusal to work overtime, handbilling, demonstrations, leafletting, lockouts, arbitrations or grievances (in each case involving labor mattersslowdown(s), or other labor disputes against or involving the Company or any of its Affiliates and none are pending, or, to the Company’s Knowledge, threatened. Neither the Company nor any of its Affiliates is a party to any agreement, arrangement or understanding, whether written or oral, with any union, trade union, works council or other employee representative body or any material number or category of its employees that would prevent or materially restrict or impede the consummation of the transactions contemplated by this Agreement or the implementation of any layoff, redundancy, severance or similar program within its or their respective workforces (or any part of them). 4.17.2 Except as would not reasonably be expected to result in a material liability to the Company and its Subsidiaries, taken as a whole, each of the Company and its Subsidiaries is, and has for the past three (3work stoppage(s) years been in compliance in all respects with all federal, state, local and foreign laws regarding labor, employment and employment practices, including but not limited to all laws relating to (i) the hiring, promotion, assignment, and termination of employees; (ii) discrimination; (iii) harassment; (iv) retaliation; (v) equal employment opportunities; (vi) disability; (vii) labor relations; (viii) wages and hours; (ix) the Fair Labor Standards Act of 1938, and applicable state and local wage and hour laws (collectively, “FLSA”); (x) hours of work; (xi) payment of wages; (xii) immigration; (xiii) workers’ compensation; (xiv) employee benefits; (xv) background and credit checks; (xvi) working conditions; (xvii) occupational safety and health; (xviii) family and medical leave; and (xvix) any bargaining or other obligations under the National Labor Relations Act. To the Company’s Knowledge, each employee, officer and independent contractor of the Company and any of its Subsidiaries has all work permits, immigration permits, visas, or other authorizations required by applicable law for such service provider given the duties and nature of such service provider’s services. A properly completed Form I-9 is on file with respect to each US-based employee of the Company and its Subsidiaries. 4.17.3 Except as would not reasonably be expected to result in a material liability to the Company and its Subsidiaries, taken as a whole, there are no pending or, to the Company’s Knowledge, threatened Actions or other legal proceeding against the Company or any of its Subsidiaries brought by or on behalf of any applicant for employment, any current or former officer, employee, independent contractor, leased employee, intern, volunteer or “temp” of the Company or any of its Subsidiaries, or any person alleging to be a current or former employee, or any group or class of the foregoing, or any Governmental Authority, alleging (i) violation of any labor or employment law; (ii) breach of any Collective Bargaining Agreement; (iii) breach of any express or implied contract of employment; (iv) wrongful termination of employment; or (v) any other discriminatory, wrongful or tortious conduct in connection with any employment relationship. Prior to the date of this Agreement, neither the Company nor any of its Subsidiaries is subject to any liabilities or obligations under the United States Worker Adjustment and Retraining Notification Act or any similar state or local law that remain unsatisfied.. 4.17.4 For the past three (3) years, all individuals who perform or have performed services for the Company or any of its Subsidiaries have been properly classified under applicable law as (i) employees or independent contractors and (ii) for employees, as an “exempt” employee or a “non-exempt” employee (within the meaning of the FLSA and state law), and no such individual has been improperly included or excluded from any Plan, except for non-compliance or exclusions which would not reasonably be expected to result in material liability to the Company or any of its Subsidiaries, taken as a whole, and neither the Company nor any of its Subsidiaries has notice of any pending or, to the knowledge of the Companies, threatened against or involving the Companies, (d) neither Company is a party to any collective bargaining agreement and no collective bargaining agreement or other contract, agreement, arrangement or understanding with a labor union or labor union organization and no collective bargaining agreement or other contract, agreement, arrangement or understanding with a labor union or labor union organization is currently being negotiated by any Company, threatened inquiry (e) neither Company has breached a collective bargaining agreement, (f) no representation question exists respecting employees of the Companies and (g) no claim regarding or audit on behalf of any employee(s) of any Company or related to any employment practice of any Company has been asserted and is currently pending or, to the knowledge of the Companies, threatened, against the Companies. All employees, agents, and contractors of the Companies are legally authorized to work in the United States either because of their status as United States citizens, legal permanent residents, or by virtue of possessing a visa under Law relating to immigration control which visa allows for such employee to work in the United States. Neither Company has hired, recruited or referred for a fee a Person who is not legally authorized to be employed in the United States, or knowingly employed a Person that is not legally authorized to be employed in the United States or continued to employ a Person knowing the Person ceased to be legally authorized to be employed in the United States. Each Company has properly completed all reporting and verification requirements pursuant to Law relating to immigration control for all of its employees, agents and contractors including the Form I‑9. Each Company has retained for each current employee the Form I‑9 throughout such employee’s period of employment with such Company and has retained a Form I‑9 for each former employee of such Company for a period of one (1) year from the date of termination of such employee or three (3) years from the date of hire, whichever is later. Neither Company has received any notice from any Governmental Authority concerning that either such Company is in violation of any Law pertaining to immigration control or that any current, former employee, agent or contractor of either such classifications. 4.17.5 The Company has made available is or was not legally authorized to Purchaser a list of all persons who are employees of be employed in the Company United States or is or was using an invalid social security number and its Subsidiaries as of the date of this Agreementthere is no pending, which list sets forth for each such individual the following: (i) identification number; (ii) title or position; (iii) whether full or part time; (iv) hire date; (v) current annual base compensation rate; (vi) commission, bonus or other cash incentive-based compensation; (vii) classification as exempt or non-exempt and (viii) location. 4.17.6 No employee of the Company or any of its Subsidiaries with a title of vice president or higher has given notice to the Company Companies’ knowledge, threatened, charge or any complaint under the Immigration Reform and Control Act of its Subsidiaries that such employee intends to terminate his or her employment. To 1986 against the Company’s Knowledge, no current or former officer or employee is in violation, in any material respect, of any term of any employment contract, non-disclosure agreement or noncompetition agreement between such officer or employee and the Company or any of its AffiliatesCompanies.

Other Employment Matters. 4.17.1 Neither 3.21.1 Except as disclosed on Schedule 3.21, (a) the Company nor is in material compliance with all Laws and other obligations respecting employment and employment practices and terms and conditions of employment, including all minimum wage and overtime Laws and wage payment Laws, employee notification, leave, affirmative action, child labor, immigration, employment discrimination, disability rights or benefits Laws, have not received any notice of its Affiliates an investigation, charge, citation, penalty, or assessment from any Governmental Authority with respect to such labor and employment Laws and have not, and are not, engaged in any unfair labor practice in violation of the National Labor Relations Act of 1935, (b) no unfair labor practice charge or complaint or labor arbitration proceeding is a pending against the Company, (c) during the past five (5) years there have been no and there currently are no labor strike(s), dispute(s), slowdown(s), or work stoppage(s) pending or threatened against or involving the Company, (d) the Company is not party to or bound by a Collective Bargaining Agreement, nor is any such collective bargaining agreement being negotiated, and no Collective Bargaining Agreement collective bargaining agreement or other contract, agreement, arrangement or understanding with a labor union or labor union organization and no collective bargaining agreement or other contract, agreement, arrangement or understanding with a labor union or labor union organization is applicable to any currently being negotiated by the Company, (e) the Company has not breached a collective bargaining agreement, (f) no representation question exists respecting employees of the Company or any of its Affiliates. To the Company’s Knowledge, as of the date of this Agreement, no labor organization or group of employees of the Company or any of its Affiliates 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, to the Company’s Knowledge, threatened to be brought or filed with or before the National Labor Relations Board or any other labor relations tribunal or authority. To the Company’s Knowledge, in the past three (3) years, there have been no organizing activities, union election activity or attempts to bargain collectively. In the past three (3) years, there have been no strikes, work stoppages, slowdowns, picketing, concerted refusal to work overtime, handbilling, demonstrations, leafletting, lockouts, arbitrations or grievances (in each case involving labor matters), or other labor disputes against or involving the Company or any of its Affiliates and none are pending, or, to the Company’s Knowledge, threatened. Neither the Company nor any of its Affiliates is a party to any agreement, arrangement or understanding, whether written or oral, with any union, trade union, works council or other employee representative body or any material number or category of its employees that would prevent or materially restrict or impede the consummation of the transactions contemplated by this Agreement or the implementation of any layoff, redundancy, severance or similar program within its or their respective workforces (or any part of them). 4.17.2 Except as would not reasonably be expected to result in a material liability to the Company and its Subsidiaries, taken as a whole, each of the Company and its Subsidiaries is, and has for the past three (3) years been in compliance in all respects with all federal, state, local and foreign laws regarding labor, employment and employment practices, including but not limited to all laws relating to (i) the hiring, promotion, assignment, and termination of employees; (ii) discrimination; (iii) harassment; (iv) retaliation; (v) equal employment opportunities; (vi) disability; (vii) labor relations; (viii) wages and hours; (ix) the Fair Labor Standards Act of 1938, and applicable state and local wage and hour laws (collectively, “FLSA”); (x) hours of work; (xi) payment of wages; (xii) immigration; (xiii) workers’ compensation; (xiv) employee benefits; (xv) background and credit checks; (xvi) working conditions; (xvii) occupational safety and health; (xviii) family and medical leave; and (xvixg) any bargaining or other obligations under the National Labor Relations Act. To the Company’s Knowledge, each employee, officer and independent contractor of the Company and any of its Subsidiaries has all work permits, immigration permits, visas, or other authorizations required by applicable law for such service provider given the duties and nature of such service provider’s services. A properly completed Form I-9 is on file with respect to each US-based employee of the Company and its Subsidiaries. 4.17.3 Except as would not reasonably be expected to result in a material liability to the Company and its Subsidiaries, taken as a whole, there are no pending or, to the Company’s Knowledge, threatened Actions or other legal proceeding against the Company or any of its Subsidiaries brought by claim regarding or on behalf of any applicant for employment, any current or former officer, employee, independent contractor, leased employee, intern, volunteer or “temp” employee(s) of the Company or related to any of its Subsidiaries, or any person alleging to be a current or former employee, or any group or class employment practice of the foregoingCompany has been asserted in writing and is currently pending or threatened, or any Governmental Authority, alleging (i) violation against the Company. 3.21.2 All employees of any labor or employment law; (ii) breach of any Collective Bargaining Agreement; (iii) breach of any express or implied contract of employment; (iv) wrongful termination of employment; or (v) any other discriminatory, wrongful or tortious conduct in connection with any employment relationship. Prior to the date of this Agreement, neither the Company nor any of its Subsidiaries is subject to any liabilities or obligations under located in the United States Worker Adjustment and Retraining Notification Act or any similar state or local law that remain unsatisfied.. 4.17.4 For the past three (3) years, all individuals who perform or have performed services for the Company or any of its Subsidiaries have been properly classified under applicable law as (i) employees or independent contractors and (ii) for employees, as an “exempt” employee or a “non-exempt” employee (within the meaning of the FLSA and state law), and no such individual has been improperly included or excluded from any Plan, except for non-compliance or exclusions which would not reasonably be expected to result in material liability to the Company or any of its Subsidiaries, taken as a whole, and neither the Company nor any of its Subsidiaries has notice of any pending orare, to the knowledge of the Company, threatened inquiry legally authorized to work in the United States either because of their status as United States citizens, legal permanent residents, or audit from any Governmental Authority concerning any by virtue of possessing a visa under Law relating to immigration control which visa allows for such classifications. 4.17.5 The Company has made available employee to Purchaser a list of all persons who are employees work in the United States. All employees, agents, and contractors of the Company and its Subsidiaries as outside of the date of this Agreement, which list sets forth for each United States are legally authorized to work in such individual the following: (i) identification number; (ii) title or position; (iii) whether full or part time; (iv) hire date; (v) current annual base compensation rate; (vi) commission, bonus or other cash incentive-based compensation; (vii) classification as exempt or non-exempt and (viii) location. 4.17.6 No employee of the Company or any of its Subsidiaries with a title of vice president or higher has given notice jurisdiction where they work pursuant to the Company or any Laws of its Subsidiaries that such employee intends to terminate his or her employmentcountry. To the Company’s Knowledgeknowledge, no current the Company has not hired, recruited or former officer referred for a fee a Person who is not legally authorized to be employed in the United States, or employee knowingly employed a Person that is not legally authorized to be employed in the United States or continued to employ a Person knowing the Person ceased to be legally authorized to be employed in the United States. The Company has complied with Law relating to immigration control for all of its employees, agents and contractors including with respect to the Form I-9 recordkeeping and retention. The Company has not received any written notice from any Governmental Authority that the Company is in violation, in any material respect, violation of any term of any employment contract, non-disclosure agreement or noncompetition agreement between such officer or employee and the Company or any of its AffiliatesLaw pertaining to immigration control.

Other Employment Matters. 4.17.1 Neither 3.21.1 Except as disclosed on Schedule 3.21, (a) the Company nor any of its Affiliates is a party to or bound by a Collective Bargaining Agreement, nor is any such agreement being negotiated, and no Collective Bargaining Agreement is applicable to any employees of the Company or any of its Affiliates. To the Company’s Knowledge, as of the date of this Agreement, no labor organization or group of employees of the Company or any of its Affiliates 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, to the Company’s Knowledge, threatened to be brought or filed with or before the National Labor Relations Board or any other labor relations tribunal or authority. To the Company’s Knowledge, in the past three (3) years, there have been no organizing activities, union election activity or attempts to bargain collectively. In the past three (3) years, there have been no strikes, work stoppages, slowdowns, picketing, concerted refusal to work overtime, handbilling, demonstrations, leafletting, lockouts, arbitrations or grievances (in each case involving labor matters), or other labor disputes against or involving the Company or any of its Affiliates and none are pending, or, to the Company’s Knowledge, threatened. Neither the Company nor any of its Affiliates is a party to any agreement, arrangement or understanding, whether written or oral, with any union, trade union, works council or other employee representative body or any material number or category of its employees that would prevent or materially restrict or impede the consummation of the transactions contemplated by this Agreement or the implementation of any layoff, redundancy, severance or similar program within its or their respective workforces (or any part of them). 4.17.2 Except as would not reasonably be expected to result in a material liability to the Company and its Subsidiaries, taken as a whole, each of the Company and its Subsidiaries is, and has for the past three (3) years been at all time been, in compliance in all material respects with all federal, state, local Laws and foreign laws regarding labor, other obligations respecting employment and employment practicespractices and terms and conditions of employment, including but not limited to employee classification, all laws relating to (i) the hiring, promotion, assignment, and termination of employees; (ii) discrimination; (iii) harassment; (iv) retaliation; (v) equal employment opportunities; (vi) disability; (vii) labor relations; (viii) wages and hours; (ix) the Fair Labor Standards Act of 1938, and applicable state and local minimum wage and hour laws overtime Laws and wage payment Laws, employee notification, leave (collectivelywhether medical, “FLSA”); (x) hours of work; (xi) payment of wages; (xii) immigration; (xiii) workers’ compensation; (xiv) employee benefits; (xv) background and credit checks; (xvi) working conditions; (xvii) occupational safety and health; (xviii) family and medical leave; and (xvix) any bargaining or other obligations under the National Labor Relations Act. To the Company’s Knowledge, each employee, officer and independent contractor of the Company and any of its Subsidiaries has all work permits, immigration permits, visasfamily, or other authorizations required by applicable law for such service provider given the duties and nature otherwise), affirmative action, child labor, immigration, employment discrimination, disability rights or benefits Laws, has not received any notice of such service provider’s services. A properly completed Form I-9 is on file an investigation, violation, charge, citation, penalty, or assessment from any Governmental Authority with respect to each US-based employee of the Company such labor and its Subsidiaries. 4.17.3 Except as would not reasonably be expected to result in a material liability to the Company and its Subsidiaries, taken as a whole, there are no pending or, to the Company’s Knowledge, threatened Actions or other legal proceeding against the Company or any of its Subsidiaries brought by or on behalf of any applicant for employment, any current or former officer, employee, independent contractor, leased employee, intern, volunteer or “temp” of the Company or any of its Subsidiaries, or any person alleging to be a current or former employee, or any group or class of the foregoing, or any Governmental Authority, alleging (i) violation of any labor or employment law; (ii) breach of any Collective Bargaining Agreement; (iii) breach of any express or implied contract of employment; (iv) wrongful termination of employment; or (v) any other discriminatory, wrongful or tortious conduct in connection with any employment relationship. Prior to the date of this Agreement, neither the Company nor any of its Subsidiaries is subject to any liabilities or obligations under the United States Worker Adjustment and Retraining Notification Act or any similar state or local law that remain unsatisfied.. 4.17.4 For the past three (3) years, all individuals who perform or have performed services for the Company or any of its Subsidiaries have been properly classified under applicable law as (i) employees or independent contractors and (ii) for employees, as an “exempt” employee or a “non-exempt” employee (within the meaning of the FLSA and state law)Laws, and no such individual has been improperly included or excluded from any Plan, except for non-compliance or exclusions which would not reasonably be expected to result in material liability to the Company or any of its Subsidiaries, taken as a wholenot, and neither the Company nor is not, engaged in any of its Subsidiaries has notice of any unfair labor practice, (b) no unfair labor practice charge or complaint or labor arbitration proceeding is pending or, to the knowledge of the Company, threatened inquiry against the Company, (c) during the past five (5) years there has been no and there currently are no labor strike(s), dispute(s), slowdown(s), or audit work stoppage(s) pending or, to the knowledge of the Company, threatened against or involving the Company, (d) the Company is not a party to any collective bargaining agreement and no collective bargaining agreement or other contract, agreement, arrangement or understanding with a labor union or labor union organization and no collective bargaining agreement or other Contract with a labor union or labor union organization is currently being negotiated by the Company, (e) the Company has not has breached a collective bargaining agreement, (f) no representation question exists respecting employees of the Company, and (g) no claim regarding or on behalf of any employee(s) of the Company or related to any employment practice of the Company has been asserted and is currently pending or threatened, against the Company. 3.21.2 All employees, agents, and independent contractors of the Company are legally authorized to work in the United States, either because of their status as United States citizens, legal permanent residents, or by virtue of possessing a current and valid visa under applicable Law relating to immigration control which visa allows for such employee, agent or contractor to work in the United States. None of the Company, the Seller or their respective Affiliates has hired, recruited or referred for a fee a Person who is not legally authorized to be employed in the jurisdiction in which such Person was engaged, or employed a Person that is not legally authorized to be employed in the United States, or knowingly continued to employ a Person knowing the Person ceased to be legally authorized to be employed in United States. The Company has properly completed all reporting and verification requirements pursuant to Laws relating to immigration control for all of its employees, agents and independent contractors including the Form I-9. The Company has retained for each current employee the Form I-9 throughout such employee’s period of employment with the Company and has retained a Form I-9 for each former employee of the Company in the United States for a period of one (1) year from the date of termination of such employee or three (3) years from the date of hire, whichever is later. The Company has not received any notice from any Governmental Authority concerning that the Company is in violation of any such classifications. 4.17.5 The Company has made available Law pertaining to Purchaser a list of all persons who are employees immigration control or that any current, former employee, agent or contractor of the Company is or was not legally authorized to be employed in the United States or is or was using an invalid social security number and its Subsidiaries as of the date of this Agreementthere is no pending, which list sets forth for each such individual the following: (i) identification number; (ii) title or position; (iii) whether full or part time; (iv) hire date; (v) current annual base compensation rate; (vi) commission, bonus or other cash incentive-based compensation; (vii) classification as exempt or non-exempt and (viii) location. 4.17.6 No employee of the Company or any of its Subsidiaries with a title of vice president or higher has given notice to the Company or any of its Subsidiaries that such employee intends to terminate his or her employment. To the Company’s Knowledgeknowledge threatened, no current charge or former officer or employee is in violation, in any material respect, complaint under the Immigration Reform and Control Act of any term of any employment contract, non-disclosure agreement or noncompetition agreement between such officer or employee and 1986 against the Company or any of its AffiliatesCompany.