Common use of Personnel Matters Clause in Contracts

Personnel Matters. (a) Section 4.11(a) of the Company Disclosure Schedules contains a correct and complete list of the employees and independent contractors of the Company as of the date hereof, including each such person’s name, job title or function, and job location; whether such person is subject to an employment agreement or consulting agreement; a true, correct and complete listing of his or her current salary or wage payable by such Company, including any bonus, contingent or deferred compensation payable to such person; the total compensation paid by such Company to each such person for the fiscal years ending December 31, 2015, 2016 and 2017, including any bonus, contingent or deferred compensation; the amount of accrued but unused vacation time; and his or her current status (as to leave or disability status, employee or independent contractor, full time or part time, and exempt or nonexempt). The Company is not delinquent in payments to any of its employees, consultants, or independent contractors for any wages, salaries, commissions, bonuses, or other direct compensation for any service performed for it or amounts required to be reimbursed to such employees, consultants or independent contractors. The Company has complied in all material respects with all applicable local, state and federal equal employment opportunity laws and with other laws related to employment, including those related to wages, hours, worker classification and collective bargaining. The Company has withheld and paid to the appropriate governmental entity, or is holding for payment not yet due to such governmental entity, all amounts required to be withheld from employees of such Company. The Company not is liable for any arrears of wages, taxes, penalties or other sums for failure to comply with any of the foregoing. (b) The Company has made all required contributions and has no liability to any such employee benefit plan, other than liability for health plan continuation coverage described in Part 6 of Title I(B) of the Employee Retirement Income Security Act of 1974, as amended, and has complied in all material respects with all applicable laws for any such employee benefit plan. (c) Except as set forth in Section 4.11(c) all individuals presently characterized and treated by the Company as independent contractors or consultants are properly characterized as independent contractors under all applicable laws. All employees of the Company are presently classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are reasonably classified as such by Companies. (d) Except as set forth in Section 4.11(d) of the Company Disclosure Schedules, to the Sellers’ knowledge, no Key Personnel has any plans to terminate employment or relationship with the Company. (e) Except as set forth in Section 4.11(e) of the Company Disclosure Schedules, the Company is not a party or threatened to be made a party to any action, suit, proceeding, hearing, or investigation brought by or on behalf of any employee, former employee, independent contractor, former independent contractor or current or former service provider without regard to its compensation, of the Company, including but not limited to any of the following: (i) wrongful termination, (ii) breach of employment agreement, (iii) unpaid wages or hours, (iv) workplace harassment or discrimination, (v) workers’ compensation, (vi) unemployment insurance, (vii) employment status or (viii) any investigation or enforcement action brought or threatened to be brought by the United States Department of Labor or any similar state or local agency. (f) Except as set forth in Section 4.11(f) of the Company Disclosure Schedules, the Company is not subject to any labor union or collective bargaining agreement and no such agreement is currently being negotiated by or involving the Company. The Company has no (i) unfair labor practice charge or complaint against it in respect of its business that is pending or threatened before the National Labor Relations Board, any state labor relations board or any court or tribunal, (ii) material labor relations problems, including any material grievances, strikes, lockouts, disputes, request for representations, union organization activities (including but not limited to union organization campaigns or requests for representation), slowdowns or stoppages pending, threatened or anticipated in respect of its business and there have been no strikes, lockouts, disputes, union organization activities (including but not limited to union organization campaigns or requests for representation), slowdowns or stoppages, or (iii) pending, threatened or anticipated actions, arbitrations, administrative proceedings, charges, complaints or investigations that involve the labor or employment relations of Company, including but not limited to, issues relating to employment discrimination, wage and hour and occupational health and safety. (g) Except as set forth in Section 4.11(g) of the Disclosure Schedule, Company has never classified, compensated or considered any person who provided services to it as a volunteer or as ineligible for the protections of the California Labor Code. No employee, contractor, or individual who provided services to Company or any Company Affiliate was compensated with Inventory or in any form except cash and Company securities. Neither Company nor any Company Affiliate accepted donated services or labor. For the purposes of this Section 4.11(g), the term “Company” is deemed to include any predecessor business or entity and any business or entity Affiliated with Company predecessor business or entity.

Personnel Matters. (a) Section 4.11(a) of the Company Disclosure Schedules contains a correct and complete list of the employees and independent contractors of the Company as of the date hereof, including each such person’s name, job title or function, and job location; whether such person is subject to an employment agreement or consulting agreement; a true, correct and complete listing of his or her current salary or wage payable by such Company, including any bonus, contingent or deferred compensation payable to such person; the total compensation paid by such Company to each such person for the fiscal years ending December 31, 2015, 2016 and 2017, including any bonus, contingent or deferred compensation; the amount of accrued but unused vacation time; and his or her current status (as to leave or disability status, employee or independent contractor, full time or part time, and exempt or nonexempt). The Company is not delinquent in payments to any of its employees, consultants, or independent contractors for any wages, salaries, commissions, bonuses, or other direct compensation for any service performed for it or amounts required to be reimbursed to such employees, consultants or independent contractors. The Company has complied in all material respects with all applicable local, state and federal equal employment opportunity laws and with other laws related to employment, including those related to wages, hours, worker classification and collective bargaining. The Company has withheld and paid to the appropriate governmental entity, or is holding for payment not yet due to such governmental entity, all amounts required to be withheld from employees of such Company. The Company is not is liable for any arrears of wages, taxes, penalties or other sums for failure to comply with any of the foregoing. (b) The Company has made all required contributions and has no liability to any such employee benefit plan, other than liability for health plan continuation coverage described in Part 6 of Title I(B) of the Employee Retirement Income Security Act of 1974, as amended, and has complied in all material respects with all applicable laws for any such employee benefit plan. (c) Except as set forth in Section 4.11(c) all All individuals presently characterized and treated by the Company as independent contractors or consultants are properly characterized as independent contractors under all applicable laws. All employees of the Company are presently classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are reasonably classified as such by CompaniesCompany. (d) Except as set forth in Section 4.11(d) of the Company Disclosure Schedules, to the Sellers’ knowledge, no Key Personnel has any plans to terminate employment or relationship with the Company. (e) Except as set forth in Section 4.11(e) of the Company Disclosure Schedules, the Company is not a party or threatened to be made a party to any action, suit, proceeding, hearing, or investigation brought by or on behalf of any employee, former employee, independent contractor, former independent contractor or current or former service provider without regard to its compensation, of the Company, including but not limited to any of the following: (i) wrongful termination, (ii) breach of employment agreement, (iii) unpaid wages or hours, (iv) workplace harassment or discrimination, (v) workers’ compensation, (vi) unemployment insurance, (vii) employment status or (viii) any investigation or enforcement action brought or threatened to be brought by the United States Department of Labor or any similar state or local agency. (f) Except as set forth in Section 4.11(f) of the Company Disclosure Schedules, the Company is not subject to any labor union or collective bargaining agreement and no such agreement is currently being negotiated by or involving the Company. The Company has no (i) unfair labor practice charge or complaint against it in respect of its business that is pending or threatened before the National Labor Relations Board, any state labor relations board or any court or tribunal, (ii) material labor relations problems, including any material grievances, strikes, lockouts, disputes, request for representations, union organization activities (including but not limited to union organization campaigns or requests for representation), slowdowns or stoppages pending, threatened or anticipated in respect of its business and there have been no strikes, lockouts, disputes, union organization activities (including but not limited to union organization campaigns or requests for representation), slowdowns or stoppages, or (iii) pending, threatened or anticipated actions, arbitrations, administrative proceedings, charges, complaints or investigations that involve the labor or employment relations of Company, including but not limited to, issues relating to employment discrimination, wage and hour and occupational health and safety. (g) Except as set forth in Section 4.11(g) of the Disclosure Schedule, Company has never classified, compensated or considered any person who provided services to it as a volunteer or as ineligible for the protections of the California Labor Code. No employee, contractor, or individual who provided services to Company or any Company Affiliate was compensated with Inventory or in any form except cash and Company securities. Neither Company nor any Company Affiliate accepted donated services or labor. For the purposes of this Section 4.11(g), the term “Company” is deemed to include any predecessor business or entity and any business or entity Affiliated with Company predecessor business or entity.

Personnel Matters. (a) Section 4.11(a) of the The Company Disclosure Schedules contains set forth a correct and complete list of the employees and independent contractors of the Company as of the date hereofhereof of the respective directors and Key Employees of the Company and its Subsidiaries (individually and collectively, including each such person’s name, job title or function, “Personnel”) and job location; whether such person is subject to an employment agreement or consulting agreement; a true, correct their positions. True and complete listing information concerning the respective annual rate of his salaries or her current salary wages, target bonus opportunities and other compensation paid for 2014 or wage payable as of the date hereof for 2014 by such Company, including any bonus, contingent or deferred compensation payable the Company and its Subsidiaries to such person; the total compensation paid by such Company Personnel has been made available to each such person for the fiscal years ending December 31, 2015, 2016 and 2017, including any bonus, contingent or deferred compensation; the amount of accrued but unused vacation time; and his or her current status (as to leave or disability status, employee or independent contractor, full time or part time, and exempt or nonexempt). The Company is not delinquent in payments to any of its employees, consultants, or independent contractors for any wages, salaries, commissions, bonuses, or other direct compensation for any service performed for it or amounts required to be reimbursed to such employees, consultants or independent contractors. The Company has complied in all material respects with all applicable local, state and federal equal employment opportunity laws and with other laws related to employment, including those related to wages, hours, worker classification and collective bargaining. The Company has withheld and paid to the appropriate governmental entity, or is holding for payment not yet due to such governmental entity, all amounts required to be withheld from employees of such Company. The Company not is liable for any arrears of wages, taxes, penalties or other sums for failure to comply with any of the foregoing.Parent (b) The Company has made all required contributions and has There is no liability pending or, to any such employee benefit plan, other than liability for health plan continuation coverage described in Part 6 of Title I(B) the Knowledge of the Employee Retirement Income Security Act Company, threatened Litigation by or between the Company or any of 1974its Subsidiaries and any employees of the Company that would reasonably be expected to be, as amendedindividually or in the aggregate, and has complied in all material respects with all applicable laws for any such employee benefit planto the Company. (c) Except as set forth in Section 4.11(c) all individuals presently characterized The most recent written employee policies and treated by the Company as independent contractors or consultants are properly characterized as independent contractors under all applicable laws. All employees manuals of the Company and its Subsidiaries as of the date hereof that have been furnished to their employees are presently classified as exempt under listed in the Fair Labor Standards Act Company Disclosure Schedules, and state true and local wage complete copies of all such written employee policies and hour laws are reasonably classified as such by Companiesmanuals have been made available to Parent. (d) Except as set forth in Section 4.11(d) For purposes of this Agreement, “Company Employment Contract” means each Contract between the Company Disclosure Schedulesor any of its Subsidiaries, to on the Sellers’ knowledgeone hand, no Key Personnel has and any plans to terminate employment current or relationship with the Company. (e) Except as set forth in Section 4.11(e) of the Company Disclosure Schedules, the Company is not a party or threatened to be made a party to any action, suit, proceeding, hearing, or investigation brought by or on behalf of any employee, former employee, independent contractordirector or other Service Provider, former independent contractor or current or former service provider without regard to its compensation, on the other hand. The Company Disclosure Schedules set forth a list as of the Company, including but not limited to date hereof of all Company Employment Contracts of any of the following: (i) wrongful termination, (ii) breach of employment agreement, (iii) unpaid wages or hours, (iv) workplace harassment or discrimination, (v) workers’ compensation, (vi) unemployment insurance, (vii) employment status or (viii) any investigation or enforcement action brought or threatened to be brought by the United States Department of Labor or any similar state or local agency. (f) Except as set forth in Section 4.11(f) of the Company Disclosure Schedules, the Company is not subject to any labor union or collective bargaining agreement and no such agreement is currently being negotiated by or involving the CompanyKey Employee. The Company has no (i) unfair labor practice charge or complaint against it in respect provided to Parent a true and complete copy of its business that is pending or threatened before the National Labor Relations Board, each Company Employment Contract of any state labor relations board or any court or tribunal, (ii) material labor relations problems, including any material grievances, strikes, lockouts, disputes, request for representations, union organization activities (including but not limited to union organization campaigns or requests for representation), slowdowns or stoppages pending, threatened or anticipated in respect of its business and there have been no strikes, lockouts, disputes, union organization activities (including but not limited to union organization campaigns or requests for representation), slowdowns or stoppages, or (iii) pending, threatened or anticipated actions, arbitrations, administrative proceedings, charges, complaints or investigations that involve the labor or employment relations of Company, including but not limited to, issues relating to employment discrimination, wage and hour and occupational health and safety. (g) Key Employee. Except as set forth in Section 4.11(g) of the Disclosure Schedule, Company has never classified, compensated or considered any person who provided services to it as a volunteer or as ineligible for the protections of Company Employment Contracts and the California Labor Code. No employeePlans, contractor, or individual who provided services to Company or any Company Affiliate was compensated with Inventory or in any form except cash and Company securities. Neither neither the Company nor any Company Affiliate accepted donated services of its Subsidiaries is a party to, or labor. For otherwise maintains or has any material obligation with respect to, any Contract or other arrangement governing the purposes terms of this Section 4.11(g)employment or engagement or compensation or benefits of any current or former employee, the term “Company” is deemed to include any predecessor business director or entity and any business or entity Affiliated with Company predecessor business or entityother Service Provider.

Personnel Matters. (a) True, accurate, and complete lists of all of the directors, officers, and employees of the Company and, to the Knowledge of the Company, the other Group Companies (individually and collectively, “Personnel”) as of the date hereof and their positions are included in Section 4.11(a3.17(a) of the Company Disclosure Schedules contains a correct and complete list of Schedule together with the employees and independent contractors of the Company following as of the date hereof, including each such person’s to each: (i) name, (ii) job title or functiondescription, and job location; whether such person is subject to an employment agreement or consulting agreement; a true(iii) principal place of employment, correct and complete listing of his or her current (iv) base salary or wage payable by such Company, level (including any bonus, contingent bonus opportunities or deferred compensation payable to such person; arrangements) and also showing any bonus or other remuneration other than salary paid during the total compensation paid by such Company to each such person for the Company’s fiscal years year ending December 31, 20152020, 2016 (v) date of hire, (vi) leave of absence status (including expected return to work date if known), (vii) whether exempt or non-exempt under the Fair Labor Standards Act and 2017(viii) visa status (if any). True and complete information concerning the respective salaries, including any bonuswages, contingent bonuses and other compensation paid or deferred compensation; payable by the Company and, to the Knowledge of the Company, the other Group Companies during 2019 and through the Balance Sheet Date, as well as dates of employment and date and amount of accrued but unused vacation time; and his or her current status (as to leave or disability statuslast salary increase, employee or independent contractor, full time or part time, and exempt or nonexempt). The Company is not delinquent in payments to any of its employees, consultants, or independent contractors for any wages, salaries, commissions, bonuses, or other direct compensation for any service performed for it or amounts required to be reimbursed to such employees, consultants or independent contractors. The Company has complied in all material respects with all applicable local, state and federal equal employment opportunity laws and with other laws related to employment, including those related to wages, hours, worker classification and collective bargaining. The Company has withheld and paid to the appropriate governmental entity, or is holding for payment not yet due to such governmental entity, all amounts required to be withheld from employees of such Company. The Company not is liable for any arrears of wages, taxes, penalties or other sums for failure Personnel has been made available to comply with any of the foregoingParent. (b) The Company has made all required contributions and has no liability to any such employee benefit plan, other than liability for health plan continuation coverage described in Part 6 of Title I(B) To the Knowledge of the Employee Retirement Income Security Act Company, no employee of 1974the Group Companies is in any material respect in violation of any term of any employment agreement, as amendedoffer letter, and has complied nondisclosure agreement, severance agreement, common law nondisclosure obligation, fiduciary duty, non-competition and/or non-solicitation agreement, assignment of invention covenant or restrictive covenant of any kind to (i) the Group Companies or (ii) to the employee’s former employer relating to (1) the right of the employee to be employed by the Group Companies, or (2) the use of trade secrets or proprietary information of the employee’s former company. To the Knowledge of the Company, no former employee of the Group Companies is in all any material respects with all applicable laws for respect in violation of any such employee benefit planterm of a restrictive covenant of any kind to the Group Companies. (c) Except as set forth in on Section 4.11(c3.17(c) all individuals presently characterized and treated by the Company as independent contractors or consultants are properly characterized as independent contractors under all applicable laws. All employees of the Company Disclosure Schedule, the Company has and, to the Knowledge of the Company, the other Group Companies have not closed any plant or facility, effectuated any layoffs of employees or implemented any early retirement, separation or window program for the past three (3) years, nor has the Company or, to the Knowledge of the Company, nor has any of the other Group Companies planned or announced any such action or program for the future; and the Company is and, to the Knowledge of the Company, the other Group Companies are presently classified as exempt under in compliance with its obligations pursuant to the Fair Labor Standards WARN Act and state all other related or similar notification and local wage and hour laws are reasonably classified as such by Companiesbargaining obligations arising under applicable Laws. (d) Except as set forth in Section 4.11(d) To the Knowledge of the Company Disclosure SchedulesCompany, to there are no violations, or potential violations, of any employee restrictive covenant agreements by any former employees of the Sellers’ knowledge, no Key Personnel has any plans to terminate employment or relationship with the CompanyGroup Companies. (e) Except as set forth on Section 3.16 of the Company Disclosure Schedule, there are no material complaints, lawsuits, claims (other than ordinary claims under Plans), disputes, actions, grievances or disciplinary actions pending or, to the Knowledge of the Company, threatened, by or between the Company and, to the Knowledge of the Company, the other Group Companies on one hand and any Personnel, former employee, job applicants or other current or former service providers on the other hand. (f) The most recent written personnel policies and manuals of the Company and, to the Knowledge of the Company, the other Group Companies are listed in Section 4.11(e3.17(f) of the Company Disclosure SchedulesSchedule, the Company is not a party or threatened to be made a party to any actionand true, suitaccurate, proceeding, hearing, or investigation brought by or on behalf and complete copies of any employee, former employee, independent contractor, former independent contractor or current or former service provider without regard to its compensation, of the Company, including but not limited to any of the following: (i) wrongful termination, (ii) breach of employment agreement, (iii) unpaid wages or hours, (iv) workplace harassment or discrimination, (v) workers’ compensation, (vi) unemployment insurance, (vii) employment status or (viii) any investigation or enforcement action brought or threatened to be brought by the United States Department of Labor or any similar state or local agency. (f) Except as set forth in Section 4.11(f) of the Company Disclosure Schedules, the Company is not subject to any labor union or collective bargaining agreement all such written personnel policies and no such agreement is currently being negotiated by or involving the Company. The Company has no (i) unfair labor practice charge or complaint against it in respect of its business that is pending or threatened before the National Labor Relations Board, any state labor relations board or any court or tribunal, (ii) material labor relations problems, including any material grievances, strikes, lockouts, disputes, request for representations, union organization activities (including but not limited to union organization campaigns or requests for representation), slowdowns or stoppages pending, threatened or anticipated in respect of its business and there manuals have been no strikes, lockouts, disputes, union organization activities (including but not limited made available to union organization campaigns or requests for representation), slowdowns or stoppages, or (iii) pending, threatened or anticipated actions, arbitrations, administrative proceedings, charges, complaints or investigations that involve the labor or employment relations of Company, including but not limited to, issues relating to employment discrimination, wage and hour and occupational health and safetyParent. (g) Except as set forth in on Section 4.11(g3.17(g) of the Company Disclosure Schedule, the Company is and, to the Knowledge of the Company, the other Group Companies are in compliance in all material respects with all applicable Laws relating to employment or hiring or termination of employment, including those related to labor, employment standards, wages, hours, compensation, benefits, terms and conditions of employment, employee background checks, equal employment opportunity, contractual obligations, workplace health and safety, workers’ compensation, medical or family leave, discrimination or harassment, retaliation, human rights, unemployment insurance, employee whistle-blowing, employee privacy and right to know statutes, pay equity, disability, notice of termination, classification of workers (i.e., as employees versus independent contractors, or as exempt versus non-exempt employees), immigration, collective bargaining, plant closings and mass layoffs, the payment of COVID-19-related paid sick or family leave or other benefits and withholding of taxes and other sums as required by the appropriate Governmental Authority. The Company has never classifiedand, compensated to the Knowledge of the Company, the other Group Companies have paid in full to all employees all wages, salaries, commissions, bonuses, benefits and other compensation due to or considered on behalf of such employees through the pay period preceding the Effective Time. There is no Claim with respect to employment, leave from employment, or termination of employment, discrimination, retaliation, whistleblower, or payment of wages, salary or overtime pay that has been asserted or is now pending or, to the Knowledge of the Company, threatened before any person who provided Governmental Authority, and no audit or investigation by any Governmental Authority is currently pending or, to the Knowledge of the Company, threatened. The Company has and, to the Knowledge of the Company, the other Group Companies have no liability, whether direct or indirect, absolute or contingent, with respect to any misclassification of a Person performing services as an independent contractor or consultant rather than as an employee. To the Knowledge of the Company, no group of employees and no key employee, manager or executive has any current plans to it terminate employment in connection with the Closing. (h) The Group Companies have complied in all material respects with the following government orders related to COVID-19: (i) restricting activity, such as a volunteer “stay-at-home” orders or as ineligible business closure orders, (ii) imposing duties or obligations on employers to make modifications to the workplace, provide personal protective equipment, undertake employee temperature or health screening or implement other measures for the protections protection of employee health and welfare related to the COVID-19 pandemic, or (iii) other similar directives issued by federal, state, or local executive authorities applicable to any location in which the Group Company operates. To the extent any Group Company is or has been requiring employees or independent contractors to perform in-person work in any locations subject to such an order or directive, such continued operations and demands upon such Persons were and are in compliance in all material respects with such orders, for example, because such operations are “essential” or otherwise excluded from the applicability of the California Labor Codeorders restricting activity. No The Group Companies have complied in all material respects with the confidential record-keeping requirements pertaining to all employee health information retained pursuant to its workplace safety measures and leave administration. (i) To the extent the Company is aware of any Employees or Company independent contractors that have tested positive for COVID-19, the Company has and, to the Knowledge of the Company, the other Group Companies have taken all precautions required under applicable Law with respect to such Persons. The Company has also used commercially reasonable efforts to document any such diagnosis to the extent required by the Occupational Safety and Health Administration and in compliance with the guidance from the Centers for Disease Control and Prevention. (j) Except as set forth on Section 3.17(j) of the Company Disclosure Schedule, as of the date hereof, the Company and, to the Knowledge of the Company, the other Group Companies have not taken any of the following actions or implemented or undertaken any of the following changes with respect to the service, compensation or benefits of the employees or any Group Company independent contractors in response to the COVID-19 pandemic: (i) announced, implemented or effected any reduction-in-force, lay-off, furlough or other program resulting in the termination of employment of employees (other than terminations of individual employees in the ordinary course of business); (ii) increased or decreased the compensation or benefits of any employee, officer or independent contractor; (iii) paid any severance or termination pay to any employee or independent contractor not otherwise provided for under the Company Equity Plans; or (iv) adopted, terminated or amended the Company Equity Plans, or individual who provided services to materially increased or decreased the benefits under the Company or any Equity Plans. (k) Except as set forth on Section 3.17(k) of the Company Affiliate was compensated with Inventory or in any form except cash and Company securities. Neither Company nor any Company Affiliate accepted donated services or labor. For the purposes of this Section 4.11(g)Disclosure Schedule, the term “employment of all Personnel is terminable at-will, and the Company has and, to the Knowledge of the Company” is deemed , the other Group Companies have not made any written or oral commitment to include any predecessor business employee with respect to such employee’s compensation, promotion, retention, termination, severance or entity and any business related matters, whether in connection with the Contemplated Transactions or entity Affiliated with Company predecessor business or entityotherwise.

Personnel Matters. (a) True, accurate, and complete lists of all of the directors, officers, and employees of the Company and, to the Knowledge of the Company, the other Group Companies (individually and collectively, “Personnel”) as of the date hereof and their positions are included in Section 4.11(a3.17(a) of the Company Disclosure Schedules contains a correct and complete list of Schedule together with the employees and independent contractors of the Company following as of the date hereof, including each such person’s to each: (i) name, (ii) job title or functiondescription, and job location; whether such person is subject to an employment agreement or consulting agreement; a true(iii) principal place of employment, correct and complete listing of his or her current (iv) base salary or wage payable by such Company, level (including any bonus, contingent bonus opportunities or deferred compensation payable to such person; arrangements) and also showing any bonus or other remuneration other than salary paid during the total compensation paid by such Company to each such person for the Company’s fiscal years year ending December 31, 20152020, 2016 (v) date of hire, (vi) leave of absence status (including expected return to work date if known), (vii) whether exempt or non-exempt under the Fair Labor Standards Act and 2017(viii) visa status (if any). True and complete information concerning the respective salaries, including any bonuswages, contingent bonuses and other compensation paid or deferred compensation; payable by the Company and, to the Knowledge of the Company, the other Group Companies during 2019 and through the Balance Sheet Date, as well as dates of employment and date and amount of accrued but unused vacation time; and his or her current status (as to leave or disability statuslast salary increase, employee or independent contractor, full time or part time, and exempt or nonexempt). The Company is not delinquent in payments to any of its employees, consultants, or independent contractors for any wages, salaries, commissions, bonuses, or other direct compensation for any service performed for it or amounts required to be reimbursed to such employees, consultants or independent contractors. The Company has complied in all material respects with all applicable local, state and federal equal employment opportunity laws and with other laws related to employment, including those related to wages, hours, worker classification and collective bargaining. The Company has withheld and paid to the appropriate governmental entity, or is holding for payment not yet due to such governmental entity, all amounts required to be withheld from employees of such Company. The Company not is liable for any arrears of wages, taxes, penalties or other sums for failure Personnel has been made available to comply with any of the foregoingParent. (b) The Company has made all required contributions and has no liability to any such employee benefit plan, other than liability for health plan continuation coverage described in Part 6 of Title I(B) To the Knowledge of the Employee Retirement Income Security Act Company, no employee of 1974the Group Companies is in any material respect in violation of any term of any employment agreement, as amendedoffer letter, and has complied nondisclosure agreement, severance agreement, common law nondisclosure obligation, fiduciary duty, non-competition and/or non-solicitation agreement, assignment of invention covenant or restrictive covenant of any kind to (i) the Group Companies or (ii) to the employee’s former employer relating to (1) the right of the employee to be employed by the Group Companies, or (2) the use of trade secrets or proprietary information of the employee’s former company. To the Knowledge of the Company, no former employee of the Group Companies is in all any material respects with all applicable laws for respect in violation of any such employee benefit planterm of a restrictive covenant of any kind to the Group Companies. (c) Except as set forth in on Section 4.11(c3.17(c) all individuals presently characterized and treated by the Company as independent contractors or consultants are properly characterized as independent contractors under all applicable laws. All employees of the Company Disclosure Schedule, the Company has and, to the Knowledge of the Company, the other Group Companies have not closed any plant or facility, effectuated any layoffs of employees or implemented any early retirement, separation or window program for the past three (3) years, nor has the Company or, to the Knowledge of the Company, nor has any of the other Group Companies planned or announced any such action or program for the future; and the Company is and, to the Knowledge of the Company, the other Group Companies are presently classified as exempt under in compliance with its obligations pursuant to the Fair Labor Standards WARN Act and state all other related or similar notification and local wage and hour laws are reasonably classified as such by Companiesbargaining obligations arising under applicable Laws. (d) Except as set forth in Section 4.11(d) To the Knowledge of the Company Disclosure SchedulesCompany, to there are no violations, or potential violations, of any employee restrictive covenant agreements by any former employees of the Sellers’ knowledge, no Key Personnel has any plans to terminate employment or relationship with the CompanyGroup Companies. (e) Except as set forth on Section 3.16 of the Company Disclosure Schedule, there are no material complaints, lawsuits, claims (other than ordinary claims under Plans), disputes, actions, grievances or disciplinary actions pending or, to the Knowledge of the Company, threatened, by or between the Company and, to the Knowledge of the Company, the other Group Companies on one hand and any Personnel, former employee, job applicants or other current or former service providers on the other hand. (f) The most recent written personnel policies and manuals of the Company and, to the Knowledge of the Company, the other Group Companies are listed in Section 4.11(e3.17(f) of the Company Disclosure SchedulesSchedule, the Company is not a party or threatened to be made a party to any actionand true, suitaccurate, proceeding, hearing, or investigation brought by or on behalf and complete copies of any employee, former employee, independent contractor, former independent contractor or current or former service provider without regard to its compensation, of the Company, including but not limited to any of the following: (i) wrongful termination, (ii) breach of employment agreement, (iii) unpaid wages or hours, (iv) workplace harassment or discrimination, (v) workers’ compensation, (vi) unemployment insurance, (vii) employment status or (viii) any investigation or enforcement action brought or threatened to be brought by the United States Department of Labor or any similar state or local agency. (f) Except as set forth in Section 4.11(f) of the Company Disclosure Schedules, the Company is not subject to any labor union or collective bargaining agreement all such written personnel policies and no such agreement is currently being negotiated by or involving the Company. The Company has no (i) unfair labor practice charge or complaint against it in respect of its business that is pending or threatened before the National Labor Relations Board, any state labor relations board or any court or tribunal, (ii) material labor relations problems, including any material grievances, strikes, lockouts, disputes, request for representations, union organization activities (including but not limited to union organization campaigns or requests for representation), slowdowns or stoppages pending, threatened or anticipated in respect of its business and there manuals have been no strikes, lockouts, disputes, union organization activities (including but not limited made available to union organization campaigns or requests for representation), slowdowns or stoppages, or (iii) pending, threatened or anticipated actions, arbitrations, administrative proceedings, charges, complaints or investigations that involve the labor or employment relations of Company, including but not limited to, issues relating to employment discrimination, wage and hour and occupational health and safetyParent. (g) Except as set forth in on Section 4.11(g3.17(g) of the Company Disclosure Schedule, the Company is and, to the Knowledge of the Company, the other Group Companies are in compliance in all material respects with all applicable Laws relating to employment or hiring or termination of employment, including those related to labor, employment standards, wages, hours, compensation, benefits, terms and conditions of employment, employee background checks, equal employment opportunity, contractual obligations, workplace health and safety, workers’ compensation, medical or family leave, discrimination or harassment, retaliation, human rights, unemployment insurance, employee whistle-blowing, employee privacy and right to know statutes, pay equity, disability, notice of termination, classification of workers (i.e., as employees versus independent contractors, or as exempt versus non-exempt employees), immigration, collective bargaining, plant closings and mass layoffs, the payment of COVID-19-related paid sick or family leave or other benefits and withholding of taxes and other sums as required by the appropriate Governmental Authority. The Company has never classifiedand, compensated to the Knowledge of the Company, the other Group Companies have paid in full to all employees all wages, salaries, commissions, bonuses, benefits and other compensation due to or considered on behalf of such employees through the pay period preceding the Effective Time. There is no Claim with respect to employment, leave from employment, or termination of employment, discrimination, retaliation, whistleblower, or payment of wages, salary or overtime pay that has been asserted or is now pending or, to the Knowledge of the Company, threatened before any person who provided Governmental Authority, and no audit or investigation by any Governmental Authority is currently pending or, to the Knowledge of the Company, threatened. The Company has and, to the Knowledge of the Company, the other Group Companies have no liability, whether direct or indirect, absolute or contingent, with respect to any misclassification of a Person performing services as an independent contractor or consultant rather than as an employee. To the Knowledge of the Company, no group of employees and no key employee, manager or executive has any current plans to it terminate employment in connection with the Closing. (h) The Group Companies have complied in all material respects with the following government orders related to COVID-19: (i) restricting activity, such as a volunteer “stay-at-home” orders or as ineligible business closure orders, (ii) imposing duties or obligations on employers to make modifications to the workplace, provide personal protective equipment, undertake employee temperature or health screening or implement other measures for the protections protection of employee health and welfare related to the COVID-19 pandemic, or (iii) other similar directives issued by federal, state, or local executive authorities applicable to any location in which the Group Company operates. To the extent any Group Company is or has been requiring employees or independent contractors to perform in-person work in any locations subject to such an order or directive, such continued operations and demands upon such Persons were and are in compliance in all material respects with such orders, for example, because such operations are “essential” or otherwise excluded from the applicability of the California Labor Codeorders restricting activity. No The Group Companies have complied in all material respects with the confidential record-keeping requirements pertaining to all employee health information retained pursuant to its workplace safety measures and leave administration. (i) To the extent the Company is aware of any employees or Company independent contractors that have tested positive for COVID-19, the Company has and, to the Knowledge of the Company, the other Group Companies have taken all precautions required under applicable Law with respect to such Persons. The Company has also used commercially reasonable efforts to document any such diagnosis to the extent required by the Occupational Safety and Health Administration and in compliance with the guidance from the Centers for Disease Control and Prevention. (j) Except as set forth on Section 3.17(j) of the Company Disclosure Schedule, as of the date hereof, the Company and, to the Knowledge of the Company, the other Group Companies have not taken any of the following actions or implemented or undertaken any of the following changes with respect to the service, compensation or benefits of the employees or any Group Company independent contractors in response to the COVID-19 pandemic: (i) announced, implemented or effected any reduction-in-force, lay-off, furlough or other program resulting in the termination of employment of employees (other than terminations of individual employees in the ordinary course of business); (ii) increased or decreased the compensation or benefits of any employee, officer or independent contractor; (iii) paid any severance or termination pay to any employee or independent contractor not otherwise provided for under the Company Equity Plans; or (iv) adopted, terminated or amended the Company Equity Plans, or individual who provided services to materially increased or decreased the benefits under the Company or any Equity Plans. (k) Except as set forth on Section 3.17(k) of the Company Affiliate was compensated with Inventory or in any form except cash and Company securities. Neither Company nor any Company Affiliate accepted donated services or labor. For the purposes of this Section 4.11(g)Disclosure Schedule, the term “employment of all Personnel is terminable at-will, and the Company has and, to the Knowledge of the Company” is deemed , the other Group Companies have not made any written or oral commitment to include any predecessor business employee with respect to such employee’s compensation, promotion, retention, termination, severance or entity and any business related matters, whether in connection with the Contemplated Transactions or entity Affiliated with Company predecessor business or entityotherwise.