Common use of Employee List Clause in Contracts

Employee List. Part 3.16(a) of the Disclosure Schedule contains a list of all Acquired Company Employees as of the date of this Agreement, and correctly reflects: (i) the name of their employer; (ii) their dates of employment; (iii) their positions, grades or job titles; (iv) their salaries; (v) any other compensation payable to them (including housing allowances, compensation payable pursuant to bonus, deferred compensation or commission arrangements or other incentive or variable compensation); (vi) notice period in the event of termination of such Acquired Company Employee; and (vii) any promises made to them with respect to changes or additions to their compensation or benefits. None of the Acquired Companies is and none has ever been bound by or a party to, and no Acquired Company has a duty to bargain for, any recognition, procedural, collective or other agreement or Contract with a labor organization, trade union, works council, staff association or other body representing any Acquired Company Employees (such a body, a “Acquired Company Employee Representative Body”), and there are no, and none of the Acquired Companies has agreed or arranged to negotiate or consult with any, Acquired Company Employee Representative Bodies. None of the Acquired Companies is engaged or has ever been engaged in any unfair labor practice of any nature. None of the Acquired Companies has had any strike, slowdown, work stoppage, lockout, job action or threat thereof, or question concerning representation, by or with respect to any of the Acquired Company Employees. No event has occurred, and no condition or circumstance exists, that will directly or indirectly give rise to or provide a basis for the commencement of any such strike, slowdown, work stoppage, lockout, job action, labor dispute or union organizing activity or any similar activity or dispute.

Employee List. Part 3.16(a2.15(a) of the Disclosure Schedule contains a list of all current employees of the Acquired Company Employees Companies as of the date of this Agreement, and correctly reflects: (i) the name of their employer; (ii) their dates of employment; (ii) their job title; (iii) their positions, grades rate of base wage pay or job titlesbase annual salary; (iv) their salaries2013 target bonus, or commission, opportunity; (v) any other compensation payable to them (including housing allowances, compensation payable pursuant to bonus, deferred compensation or commission arrangements or other incentive or variable compensation)their visa status; and (vi) notice period in the event of termination of such Acquired Company Employee; and (vii) any promises made to them with respect to changes or additions to their compensation or benefitscurrent paid time off eligibility. None of the Acquired Companies is is, and none of the Acquired Companies has ever been been, bound by or a party to, and no Acquired Company or has a duty to bargain for, any recognition, procedural, collective bargaining agreement or other agreement or Contract with a labor organization, trade union, works council, staff association or other body organization representing any Acquired Company Employees (such a body, a “Acquired Company Employee Representative Body”), and there are nono labor organizations representing, purporting to represent or, to the Knowledge of the Company, seeking to represent any current Acquired Company Employees. No Acquired Company is engaged, and none of the Acquired Companies has agreed or arranged to negotiate or consult with any, no Acquired Company Employee Representative Bodies. None of the Acquired Companies is engaged or has ever been engaged engaged, in any unfair labor practice of any nature. None of the Acquired Companies has had any strike, slowdown, work stoppage, lockout, job action or threat thereof, or question concerning representation, by or with respect to any of the Acquired Company Employees. No event has occurred, and no condition or circumstance exists, that will might directly or indirectly give rise to or provide a basis for the commencement of any such strike, slowdown, work stoppage, lockout, job action, labor dispute or union organizing activity or any similar activity or dispute.

Employee List. Part 3.16(a2.15(a) of the Disclosure Schedule contains a list of all Acquired current Company Employees as of the date of this Agreement, and correctly reflects: (i) the name of their employer; (ii) their dates of employment; (iiiii) their positions, grades or job titles; (iviii) their salaries; (viv) any other compensation payable to them (including housing allowances, compensation payable pursuant to bonus, deferred compensation or commission arrangements or other incentive or variable compensation); (vi) notice period in the event of termination of such Acquired Company Employee; and (viiv) any promises made to them with respect to changes or additions to their compensation or benefits. None of The Company is not, nor has the Acquired Companies is and none has Company ever been been, bound by or a party to, and no Acquired Company or has a duty to bargain for, any recognition, procedural, collective bargaining agreement or other agreement or Contract with a labor organization, trade union, works council, staff association or other body organization representing any Acquired Company Employees (such a body, a “Acquired Company Employee Representative Body”), and there are nono labor organizations representing, purporting to represent or, to the Knowledge of the Company, seeking to Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. represent any current Company Employees. The Company is not engaged, and none of the Acquired Companies Company has agreed or arranged to negotiate or consult with anynever been engaged, Acquired Company Employee Representative Bodies. None of the Acquired Companies is engaged or has ever been engaged in any unfair labor practice of any nature. None There are no unfair labor practice complaints pending or, to the Knowledge of the Acquired Companies Company, threatened against the Company before the National Labor Relations Board. The Company has not had any strike, slowdown, work stoppage, lockout, job action or threat thereof, or question concerning representation, by or with respect to any of the Acquired Company Employees. No event has occurred, and no condition or circumstance exists, that will might directly or indirectly give rise to or provide a basis for the commencement of any such strike, slowdown, work stoppage, lockout, job action, labor dispute or union organizing activity or any similar activity or dispute.

Employee List. Part 3.16(a2.15(a) of the Disclosure Schedule Letter contains a list of all current Acquired Company Employees employees as of the date of this Agreement, and correctly reflects: (i) the name their start dates of their employeremployment; (ii) their dates of employmentjob titles; (iii) their positions, grades base rate of pay or job titlesannual base salaries; (iv) their salaries; (v) any other compensation payable to them (including housing allowances, compensation payable pursuant to bonus, deferred compensation or commission arrangements or other incentive or variable compensation); (v) their visa status; (vi) notice period in the event of termination of such each Acquired Company EmployeeEmployee Plan in which they participate or are eligible to participate; and (vii) whether the Acquired Company employee is not fully available to perform work as of the date of this Agreement because of disability or other leave and to the Knowledge of the Company, the date such Acquired Company employee is expected to return to active service. None of the Acquired Companies has made any promises made to them any person who is an employee of any Acquired Company with respect to changes or additions to their compensation or benefitsbenefits that are not otherwise reflected on Part 2.15(a) of the Disclosure Letter. None of the Acquired Companies is is, and none of the Acquired Companies has ever been been, bound by or a party to, and no Acquired Company or has a duty to bargain for, any recognition, procedural, collective bargaining agreement or other agreement or Contract with a labor organization, trade union, works council, staff association or other body organization representing any Acquired Company Employees (such a body, a “Acquired Company Employee Representative Body”), employees and there are nono labor organizations representing, to the Knowledge of the Company, purporting to represent or, to the Knowledge of the Company, seeking to represent any current Acquired Company employees. No Acquired Company is engaged, and none of the Acquired Companies has agreed or arranged to negotiate or consult with any, no Acquired Company Employee Representative Bodies. None of the Acquired Companies is engaged or has ever been engaged engaged, in any unfair labor practice of any nature. There are no unfair labor practice complaints pending or, to the Knowledge of the Company, threatened against any Acquired Company before the U.S. National Labor Relations Board or any similar body in the United States or any other country in which Acquired Company employees perform services. None of the Acquired Companies has had any strike, slowdown, work stoppage, lockout, job action or to the Knowledge of the Company, threat thereof, or question concerning representation, by or with respect to any of the Acquired Company Employeesemployees. No event has occurred, and to the Knowledge of the Company, no condition or circumstance exists, that will might directly or indirectly give rise to or provide a basis for the commencement of any such strike, slowdown, work stoppage, lockout, job action, labor dispute or union organizing activity or any similar activity or dispute.

Employee List. Part 3.16(a) of the Disclosure Schedule contains The Company has provided or made available to Parent a list of all current Acquired Company Employees employees as of the date of this Agreement, and which correctly reflectsreflects as of the date hereof: (i) the name their dates of their employercommencement of employment; (ii) their dates of employmentjob titles, positions and locations; (iii) their positions, grades rate of pay or job titlesannual salaries; (iv) their salariesany bonus or commission arrangements payable to them; (v) any other compensation payable to them (including housing allowances, compensation payable pursuant to bonus, deferred compensation or commission arrangements or other incentive or variable compensation)their visa status; and (vi) notice period in whether the event of termination of Acquired Company employee is on a leave and the date such Acquired Company Employee; and (viiemployee is expected to return to active service. Except as set forth in Part 2.13(a) any promises made to them with respect to changes or additions to their compensation or benefits. None of the Disclosure Schedule: (i) no Acquired Companies Company is (and none since January 1, 2012 no Acquired Company has ever been been) bound by or a party to, and no Acquired Company or has a duty to bargain for, any recognition, procedural, collective bargaining agreement or other agreement or Contract with a labor organization, trade union, works council, staff association labor organization or other employee representative body representing any Acquired Company Employees (such employees, no application or petition for an election or certification of a body, a “collective bargaining representative for any Acquired Company Employee Representative Body”)employee is pending, or to the Knowledge of the Company, threatened, and there are nono unions, and none labor organizations, works councils or any other employee representative body representing, purporting to represent or, to the Knowledge of the Acquired Companies has agreed or arranged Company, seeking to negotiate or consult with any, represent any current Acquired Company Employee Representative Bodies. None of the Acquired Companies is engaged or has ever been engaged in any employees; (ii) there are no unfair labor practice of any nature. None complaints pending or, to the Knowledge of the Company, threatened against any Acquired Companies Company before the U.S. National Labor Relations Board or any similar body in the United States or any other country in which Acquired Company employees perform services; (iii) no Acquired Company has had had, since January 1, 2012, any strike, slowdown, work stoppage, picketing lockout, job action or threat thereof, or question concerning representation, by or with respect to any of the Acquired Company Employees. No employees; and (iv) to the Knowledge of the Company, no event has occurred, and no condition or circumstance exists, occurred that will directly or indirectly might give rise to or provide a basis for the commencement of any such strike, slowdown, work stoppage, picketing, lockout, job action, labor dispute or union organizing activity or any similar activity or dispute. No Acquired Company or any of their respective Affiliates have any pre-Closing notice or consultation obligations with respect to any union, labor organization, works council or other employee representative body in connection with the transactions contemplated by this Agreement.

Employee List. Part 3.16(a‎2.15(a) of the Disclosure Schedule contains a list of all Acquired current Company Employees as of the date of this Agreement, and correctly reflects: (i) the name of their employer; (ii) their dates of employment; (ii) their current positions; (iii) their positions, grades or job titlescurrent salaries; (iv) their salaries; (v) any other compensation payable to them (including housing allowances, compensation payable pursuant to bonus, deferred compensation or commission arrangements or other incentive or variable compensation); (vi) notice period in the event of termination of such Acquired Company Employee; and (viiv) each Company Employee Plan in which they participate or are eligible to participate. Neither the Company nor any promises made to them with respect to changes or additions to their compensation or benefits. None of its Subsidiaries is, and neither the Acquired Companies is and none Company nor any of its Subsidiaries has ever been been, bound by or a party to, and no Acquired neither the Company nor any of its Subsidiaries has a duty to bargain for, any recognition, procedural, collective bargaining agreement or other agreement or Contract with a labor organization, trade union, works council, staff association or other body organization representing any Acquired Company Employees (such a body, a “Acquired Company Employee Representative Body”), and there are nono labor organizations representing, or, to the Knowledge of the Company, purporting to represent or seeking to represent any current Company Employees. Neither the Company nor any of its Subsidiaries is engaged, and none neither the Company nor any of the Acquired Companies has agreed or arranged to negotiate or consult with any, Acquired Company Employee Representative Bodies. None of the Acquired Companies is engaged or its Subsidiaries has ever been engaged engaged, in any unfair labor practice of any naturenature which would be reasonably likely to result in a material Liability to the Company. None Neither the Company nor any of the Acquired Companies its Subsidiaries has had any strike, slowdown, work stoppage, lockout, job action or threat thereof, or question concerning representation, by or with respect to any of the Acquired Company Employees. No event has occurred, and no condition or circumstance exists, that will would reasonably be expected to directly or indirectly give rise to or provide a basis for the commencement of any such strike, slowdown, work stoppage, lockout, job action, labor dispute or union organizing activity or any similar activity or dispute.

Employee List. Part 3.16(a3.15(a) of the Parent Disclosure Schedule contains a list of all Acquired Company current Parent Employees as of the date of this Agreement who, as of the date of this Agreement, earn in excess of $250,000 in annual compensation from Parent or any Subsidiary of Parent, and correctly reflects: (i) the name of their employer; (ii) their dates of employment; (ii) their current positions; (iii) their positions, grades or job titlescurrent salaries; and (iv) their salaries; (v) any other compensation payable to them (including housing allowances, compensation payable pursuant to bonus, deferred compensation or commission arrangements or other incentive or variable compensation); (vi) notice period in the event . Neither Parent nor any of termination its Subsidiaries is, and neither Parent nor any of such Acquired Company Employee; and (vii) any promises made to them with respect to changes or additions to their compensation or benefits. None of the Acquired Companies is and none its Subsidiaries has ever been been, bound by or a party to, and no Acquired Company neither Parent nor any of its Subsidiaries has a duty to bargain for, any recognition, procedural, collective bargaining agreement or other agreement or Contract with a labor organization, trade union, works council, staff association or other body organization representing any Acquired Company Parent Employees (such a body, a “Acquired Company Employee Representative Body”), and there are nono labor organizations representing, or, to the Knowledge of Parent, purporting to represent or seeking to represent any current Parent Employees. Neither Parent nor any of its Subsidiaries is engaged, and none neither Parent nor any of the Acquired Companies has agreed or arranged to negotiate or consult with any, Acquired Company Employee Representative Bodies. None of the Acquired Companies is engaged or its Subsidiaries has ever been engaged engaged, in any unfair labor practice of any naturenature which would be reasonably likely to result in a material Liability to Parent. None Neither Parent nor any of the Acquired Companies its Subsidiaries has had any strike, slowdown, work stoppage, lockout, job action or threat thereof, or question concerning representation, by or with respect to any of the Acquired Company Parent Employees. No event has occurred, and no condition or circumstance exists, that will would reasonably be expected to directly or indirectly give rise to or provide a basis for the commencement of any such strike, slowdown, work stoppage, lockout, job action, labor dispute or union organizing activity or any similar activity or dispute.

Employee List. Part 3.16(aThe Company has made available to Parent lists of (i) of the Disclosure Schedule contains a list of all current Acquired Company Employees employees as of the date of this Agreement, and Agreement that correctly reflects: (i) the name of their employer; (iia) their dates of employment; (iiib) their job titles and positions, grades or job titles; (ivc) their rate of pay or annual salaries; (vd) any other compensation payable to them (including housing allowances, their compensation payable pursuant to bonus, deferred compensation or commission arrangements ; (ii) visa status by applicable Acquired Company employee; and (iii) disability or other incentive or variable compensation); (vi) notice period in leave status of the event of termination of applicable Acquired Company employees and the date such Acquired Company Employee; and (vii) any promises made employee is expected to them with respect return to changes or additions to their compensation or benefitsactive service. None of the Acquired Companies is and none has ever been bound by or a party to, and no Acquired Company has a duty to bargain for, any recognition, procedural, collective or other agreement or Contract with a labor organization, trade union, works council, staff association or other body representing any Acquired Company Employees (such a body, a “Acquired Company Employee Representative Body”), and there are nois, and none of the Acquired Companies has agreed been, bound by or arranged a party to negotiate any collective bargaining Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. agreement or consult other Contract with any, a labor organization representing any Acquired Company Employee Representative Bodiesemployees, and there are no labor organizations representing or, to the Knowledge of the Company, seeking to represent any current Acquired Company employees. No Acquired Company is engaged, and since January 1, 2013 no Acquired Company has engaged, in any unfair labor practice. There are no unfair labor practice complaints pending or, to the Knowledge of the Company, threatened against any Acquired Company before the U.S. National Labor Relations Board or any similar body. None of the Acquired Companies is engaged or has ever been engaged in any unfair labor practice of any nature. None of the Acquired Companies Companies, since January 1, 2013, has had any strike, material slowdown, work stoppage, lockout, material job action or or, to the Knowledge of the Company, threat thereof, or question concerning representation, by or with respect to any of the Acquired Company Employeesemployees. No event has occurred, and no condition or circumstance exists, that will directly or indirectly would reasonably be expected to give rise to or provide a basis for the commencement of any such strike, slowdown, work stoppage, lockout, job action, labor dispute or union organizing activity or any similar activity or dispute.

Employee List. Part 3.16(a‎3.17(a) of the Parent Disclosure Schedule contains a list of all Acquired Company current Parent Employees as of the date of this Agreement, and correctly reflects: (i) the name of their employer; (ii) their dates of employment; (ii) their current positions; (iii) their positions, grades or job titlescurrent salaries; (iv) their salaries; (v) any other compensation payable to them (including housing allowances, compensation payable pursuant to bonus, deferred compensation or commission arrangements or other incentive or variable compensation); (vi) notice period in the event of termination of such Acquired Company Employee; and (viiv) each Parent Employee Plan in which they participate or are eligible to participate. Neither Parent nor any promises made to them with respect to changes or additions to their compensation or benefits. None of the Acquired Companies is its Subsidiaries is, and none neither Parent nor any of its Subsidiaries has ever been been, bound by or a party to, and no Acquired Company neither Parent nor any of its Subsidiaries has a duty to bargain for, any recognition, procedural, collective bargaining agreement or other agreement or Contract with a labor organization, trade union, works council, staff association or other body organization representing any Acquired Company Parent Employees (such a body, a “Acquired Company Employee Representative Body”), and there are nono labor organizations representing, or, to the Knowledge of Parent, purporting to represent or seeking to represent any current Parent Employees. Neither Parent nor any of its Subsidiaries is engaged, and none neither Parent nor any of the Acquired Companies has agreed or arranged to negotiate or consult with any, Acquired Company Employee Representative Bodies. None of the Acquired Companies is engaged or its Subsidiaries has ever been engaged engaged, in any unfair labor practice of any naturenature which would be reasonably likely to result in a material Liability to Parent. None Neither Parent nor any of the Acquired Companies its Subsidiaries has had any strike, slowdown, work stoppage, lockout, job action or threat thereof, or question concerning representation, by or with respect to any of the Acquired Company Parent Employees. No event has occurred, and no condition or circumstance exists, that will would reasonably be expected to directly or indirectly give rise to or provide a basis for the commencement of any such strike, slowdown, work stoppage, lockout, job action, labor dispute or union organizing activity or any similar activity or dispute.

Employee List. Part 3.16(aSection 2.19(a) of the Disclosure Schedule contains a list of all Acquired current Company Employees as of the date of this Agreement, and correctly reflects: (i) the name of their employer; (ii) their dates of employment; (iiiii) their positions, grades or job titles; (iviii) their salaries; (viv) any other compensation payable to them (including housing or automobile allowances, compensation payable pursuant to bonus, deferred compensation or commission arrangements or other incentive or variable compensation); (viv) notice period each Company Employee Plan in the event of termination of such Acquired Company Employeewhich they participate or are eligible to participate; and (viivi) any promises made to them with respect to changes or additions to their compensation or benefitsbenefits by any Person that could reasonably be expected to have authority with respect thereto. None of the Acquired Companies The Company is not, and none has ever been never been, bound by or a party to, and no Acquired Company or has a duty to bargain for, any recognition, procedural, collective bargaining agreement or other agreement or Contract with a labor organization, trade union, works council, staff association or other body organization representing any Acquired Company Employees (such a body, a “Acquired Company Employee Representative Body”), and there are nono labor organizations representing, purporting to represent or, to the Knowledge of the Company, seeking to represent any current Company Employees. The Company is not engaged, and none of the Acquired Companies has agreed or arranged to negotiate or consult with anynever been engaged, Acquired Company Employee Representative Bodies. None of the Acquired Companies is engaged or has ever been engaged in any unfair labor practice of any nature. None of the Acquired Companies The Company has not had any strike, slowdown, work stoppage, lockout, job action or or, to the Knowledge of the Company, threat thereof, or question concerning representation, by or with respect to any of the Acquired Company Employees. No event has occurred, and no condition or circumstance exists, that will directly or indirectly would be reasonably likely to give rise to or provide a basis for the commencement of any such strike, slowdown, work stoppage, lockout, job action, labor dispute or union organizing activity or any similar activity or dispute. Within the past year, the Company has not incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar state or local law that remains unsatisfied, and no terminations prior to the Closing Date shall result in unsatisfied liability or obligation under WARN or any similar state or local law.