Common use of Employees and Compensation Clause in Contracts

Employees and Compensation. Schedule 3.11 contains a true and complete list as of the date of this Agreement of all employees of the Seller engaged in the Intermittent Testing Business (collectively, the "Employees") and a description of all compensation arrangements affecting them, including all written or oral employment agreements, all accrued vacation and other obligations that have accrued as of the date of this Agreement, such schedule to be updated prior to the Closing pursuant to Section 5.12. Except as set forth in Schedule 3.11, all Employees of the Seller are employed "at will" and may be terminated at any time with or without cause, without payment of additional compensation beyond accrued salary and vacation, and with no more than two weeks notice. There is no organized labor strike, dispute, slowdown or stoppage, collective bargaining or unfair labor practice claim, union representation question or arbitration or grievance proceeding, (collectively, "Labor Matters"), pending, or to the knowledge, of the Seller threatened, against or affecting the Seller. Schedule 3.11 lists each Labor Matter that involves a claim or potential claim against, or that enjoins or compels or seeks to enjoin or to compel any activity by the Seller with respect to the Intermittent Testing Business. The Seller is and has been in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including, without limitation, any such laws respecting employment discrimination, occupational safety and health, and unfair labor practices. There is no unemployment discrimination or unfair labor practice charge or complaint against the Seller pending or, to the knowledge of the Seller, threatened before the National Labor Relations Board, Office of Federal Contract Compliance Programs, U.S. Equal Employment Opportunity Commission, or any comparable state, local or foreign agency. The Seller has not experienced any material work stoppage in the last 18 months. The Seller is not delinquent in payments to any of its Employees for any wages, salaries, commissions, bonuses or other compensation for any services performed by them or amounts required to be reimbursed to such Employees. Upon termination of the employment of any of the Employees of the Seller before or after the Closing Date, neither the Purchaser, or except as set forth in Schedule 3.11, the Seller, will be liable to such employees for severance pay. The Seller is not a party to or bound by any collective bargaining agreements.

Employees and Compensation. (a) Except as described on Schedule 3.11 contains a true and complete list as of the date of this Agreement of all employees of the Seller engaged in the Intermittent Testing Business 3.17(a) hereto, (collectively, the "Employees"i) and a description of all compensation arrangements affecting them, including all written or oral employment agreements, all accrued vacation and other obligations that have accrued as of the date of this Agreement, such schedule to be updated prior no employee whose duties are primarily related to the Closing pursuant to Section 5.12. Except as set forth in Schedule 3.11Contributed Schein Vet Business are represented by any union, all Employees of the Seller are employed "at will" and may be terminated at any time with or without cause, without payment of additional compensation beyond accrued salary and vacation, and with no more than two weeks notice. There (ii) there is no organized labor strike, disputeslowdown, slowdown or stoppage, collective bargaining labor dispute or unfair labor practice claim, union representation question organizational effort pending or arbitration or grievance proceeding, (collectively, "Labor Matters"), pending, or to the knowledge, of the Seller threatened, against or affecting the Seller. Schedule 3.11 lists each Labor Matter that involves a claim or potential claim against, or that enjoins or compels or seeks to enjoin or to compel any activity by the Seller with respect to the Intermittent Testing Business. The Seller is and has been in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including, without limitation, any such laws respecting employment discrimination, occupational safety and health, and unfair labor practices. There is no unemployment discrimination or unfair labor practice charge or complaint against the Seller pending or, to the knowledge of the SellerHSI, threatened before the National Labor Relations Board, Office of Federal Contract Compliance Programs, U.S. Equal Employment Opportunity Commission, against HSI or any comparable state, local or foreign agency. The Seller has not experienced any material work stoppage in the last 18 months. The Seller is not delinquent in payments to any of its Employees for any wages, salaries, commissions, bonuses or other compensation for any services performed by them or amounts required to be reimbursed to such Employees. Upon termination Subsidiaries in respect of the employment of any Contributed Schein Vet Business, and (iii) during the past two (2) years, no labor strike, slowdown, stoppage, labor dispute or organizational effort has occurred in respect of the Employees of Contributed Schein Vet Business. HSI and its Subsidiaries as they relate to the Seller before or after the Closing Date, neither the Purchaser, or except as set forth in Schedule 3.11, the Seller, will be liable to such employees for severance pay. The Seller is Contributed Schein Vet Business are not a party to or bound by any collective bargaining agreementsagreement. There has been no unfair labor practice within the meaning of the National Labor Relations Act with respect to HSI and its Subsidiaries as they relate to the Contributed Schein Vet Business. HSI and its Subsidiaries as they relate to the Contributed Schein Vet Business are in compliance with all Applicable Laws relating to employment and employment practices, workers’ compensation, terms and conditions of employment, worker safety, wages and hours, civil rights, discrimination, immigration, collective bargaining and the WARN Act. Except as set forth on Schedule 3.17(a), there have been no claims of harassment, discrimination, retaliatory act or similar actions against any employee, officer, director, stockholder, consultant or other service provider of HSI and its Subsidiaries whose duties are primarily related to the Contributed Schein Vet Business at any time during the past four (4) years and, to the knowledge of HSI, no facts exist that could reasonably be expected to give rise to such claims or actions. To HSI’s knowledge, no employees or consultants of HSI and its Subsidiaries whose duties primarily relate to the Contributed Schein Vet Business (“Schein Business Employees”) are in any material respect in violation of any term of any employment contract, non-disclosure agreement, non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Contributed Schein Vet Business because of the nature of the business conducted or presently proposed to be conducted or to the use of trade secrets or proprietary information of others.

Employees and Compensation. Schedule 3.11 4.9 contains a true and complete list as of the date of this Agreement of all employees of the Seller engaged in the Intermittent Testing Business business and operations of the Western Blot Operations (collectively, the "Employees") and a description of all compensation arrangements affecting them, including all written or oral employment agreements, all accrued vacation and other obligations that have accrued as of the date of this Agreement, such schedule to be updated on or prior to the Closing pursuant to Section 5.12Date. Except as set forth in Schedule 3.11, 4.9 all Employees employees of the Seller are employed "at will" and may be terminated at any time with or without cause, without payment of additional compensation beyond accrued salary and vacation, cause and with no more than two weeks noticenotice at any time. There is no organized labor strike, dispute, slowdown or stoppage, collective bargaining or unfair labor practice claim, union representation question or arbitration or grievance proceeding, (collectively, "Labor Matters"), pending, or to the best knowledge, of the Seller threatened, against or affecting the Seller. Schedule 3.11 4.9 lists each Labor Matter that involves a claim or potential claim against, or that enjoins or compels or seeks to enjoin or to compel any activity by the Seller with respect to the Intermittent Testing BusinessWestern Blot Operations. The Seller is and has been in material compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including, without limitation, any such laws respecting employment discrimination, occupational safety and health, and unfair labor practices. There is no unemployment discrimination or unfair labor practice charge or complaint against the Seller pending or, to the knowledge of the Seller, threatened before the National Labor Relations Board, Office of Federal Contract Compliance Programs, U.S. Equal Employment Opportunity Commission, or any comparable state, local or foreign agency. The Seller has not experienced any material work stoppage in the last 18 months. The Seller is not delinquent in payments to any of its Employees employees for any wages, salaries, commissions, bonuses or other compensation for any services performed by them or amounts required to be reimbursed to such Employeesemployees. Upon Except as set forth in Schedule 4.9, upon termination of the employment of any of the Employees employees of the Seller before or after the Closing Date, neither the Purchaser, or except as set forth in Schedule 3.11, Seller nor the Seller, Purchaser will be liable to such employees employee for severance pay. The Seller is not a party to or bound by any collective bargaining agreements.

Employees and Compensation. Schedule 3.11 contains a true and complete list as of the date of this Agreement of all employees of the Seller engaged in the Intermittent Testing Business (collectively, the "Employees"a) and a description of all compensation arrangements affecting them, including all written or oral employment agreements, all accrued vacation and other obligations that have accrued as of the date of this Agreement, such schedule to be updated prior to the Closing pursuant to Section 5.12. Except as set forth in described on Schedule 3.114.17(a) hereto, all Employees (i) no employee of the Seller Xxxxxx Holding or any of its Subsidiaries are employed "at will" and may be terminated at represented by any time with or without causeunion, without payment of additional compensation beyond accrued salary and vacation, and with no more than two weeks notice. There (ii) there is no organized labor strike, disputeslowdown, slowdown or stoppage, collective bargaining labor dispute or unfair labor practice claim, union representation question organizational effort pending or arbitration or grievance proceeding, (collectively, "Labor Matters"), pending, or to the knowledge, of the Seller threatened, against or affecting the Seller. Schedule 3.11 lists each Labor Matter that involves a claim or potential claim against, or that enjoins or compels or seeks to enjoin or to compel any activity by the Seller with respect to the Intermittent Testing Business. The Seller is and has been in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including, without limitation, any such laws respecting employment discrimination, occupational safety and health, and unfair labor practices. There is no unemployment discrimination or unfair labor practice charge or complaint against the Seller pending or, to the knowledge of the SellerXxxxxx Holding, threatened before the National Labor Relations Board, Office of Federal Contract Compliance Programs, U.S. Equal Employment Opportunity Commission, against Xxxxxx Holding or any comparable state, local or foreign agency. The Seller has not experienced any material work stoppage in the last 18 months. The Seller is not delinquent in payments to any of its Employees for any wagesSubsidiaries, salariesand (iii) during the past two (2) years, commissionsno labor strike, bonuses slowdown, stoppage, labor dispute or other compensation for any services performed by them organizational effort has occurred. None of Xxxxxx Holding or amounts required to be reimbursed to such Employees. Upon termination of the employment of any of the Employees of the Seller before or after the Closing Date, neither the Purchaser, or except as set forth in Schedule 3.11, the Seller, will be liable to such employees for severance pay. The Seller its Subsidiaries is not a party to or bound by any collective bargaining agreementsagreement. There has been no unfair labor practice within the meaning of the National Labor Relations Act with respect to Xxxxxx Holding or any of its Subsidiaries. Xxxxxx Holding and each of its Subsidiaries are in compliance with all Applicable Laws relating to employment and employment practices, workers’ compensation, terms and conditions of employment, worker safety, wages and hours, civil rights, discrimination, immigration, collective bargaining and the WARN Act. Except as set forth on Schedule 4.17(a), there have been no claims of harassment, discrimination, retaliatory act or similar actions against any employee, officer, director, stockholder, consultant or other service provider of Xxxxxx Holding or its Subsidiaries at any time during the past four (4) years and, to the knowledge of Xxxxxx Holding, BAHS or the Xxxxxx Group, no facts exist that could reasonably be expected to give rise to such claims or actions. To the knowledge of Xxxxxx Holding, BAHS or the Xxxxxx Group, no employees or consultants of Xxxxxx Holding and its Subsidiaries (“Xxxxxx Employees”) are in any material respect in violation of any term of any employment contract, non-disclosure agreement, non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such employee or consultant to be employed or retained by Xxxxxx Holding or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted or to the use of trade secrets or proprietary information of others.

Employees and Compensation. Schedule 3.11 contains 3.18 of the Disclosure Schedule sets forth a true and complete correct list as of the date name and current annual salary of this Agreement of all employees each current employee of the Seller engaged Company and the amount of any bonus that an employee is entitled to receive in connection with the transactions contemplated under this Agreement. The Company is not a party to a collective bargaining agreement or other contract with any labor organization or other representative of any Company employees, nor is any such agreement presently being negotiated by the Company. No labor union or representative thereof claims to be or, to the Company’s knowledge, is currently seeking or has sought, in the Intermittent Testing Business past five years, to represent such employees. To the Company’s knowledge, no employee identified on Schedule 3.18 of the Disclosure Schedule has any present intention to terminate his or her employment with the Company within the next 12 months or is bound by any confidentiality agreement, non-competition agreement or other contract that may reasonably be expected to have a material adverse effect on such employee’s participation in the Company’s business. Except as disclosed on Schedule 3.18, during the ten (collectively, the "Employees"10) and a description of all compensation arrangements affecting them, including all written or oral employment agreements, all accrued vacation and other obligations that have accrued as of year period preceding the date of this Agreement, such schedule the Company has complied in all material respects with all Legal Requirements relating to be updated prior to the Closing pursuant to Section 5.12. Except as set forth in Schedule 3.11employment and employment practices, all Employees employee record-keeping, terms and condition of the Seller are employed "at will" employment, employee leave (including paid sick time), employee accommodations, background checks, drug and/or alcohol testing, workers’ compensation, unemployment compensation, employee garnishments, whistleblower requirements, employee hiring and may be terminated at any termination, paid time with or without causeoff, without non-discrimination, non-retaliation, payment of additional compensation beyond accrued salary employment-related taxes, compliance with the Fair Labor Standards Act, employee and vacationindependent contractor classification, wages and with no more than two weeks noticehours, overtime, meal and rest breaks, Worker Adjustment Retraining Notification Act, Occupational Safety and Health Act and any state and local equivalents and similar matters. There is no organized labor strikepending or, dispute, slowdown or stoppage, collective bargaining or unfair labor practice claim, union representation question or arbitration or grievance proceeding, (collectively, "Labor Matters"), pending, or to the Company’s knowledge, threatened employment-related claim between the Company and any of its employees or former employees and there have been no such claims in the past five (5) years. As of Closing, all present and former employees and contractors of the Seller threatenedCompany will have been paid all wages, against or affecting the Seller. Schedule 3.11 lists each Labor Matter that involves a claim or potential claim against, or that enjoins or compels or seeks bonuses and other compensation owed to enjoin or to compel any activity them by the Seller Company as of the Closing Date, other than payments that are, consistent with respect to past practice, not yet payable (such as wages for the Intermittent Testing Businessmost recent pay period or bonuses not yet paid). The Seller Company (i) does not employ any individual who is not legally authorized to work in the United States, and (ii) has been in compliance complied in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including, without limitation, any such laws respecting employment discrimination, occupational safety and health, and unfair labor practices. There is no unemployment discrimination or unfair labor practice charge or complaint against the Seller pending or, to the knowledge of the Seller, threatened before the National Labor Relations Board, Office of Federal Contract Compliance Programs, U.S. Equal Employment Opportunity Commission, or any comparable state, local or foreign agency. The Seller has not experienced any material work stoppage in the last 18 months. The Seller is not delinquent in payments to any of its Employees for any wages, salaries, commissions, bonuses or other compensation for any services performed by them or amounts required to be reimbursed to such Employees. Upon termination of the employment of any of the Employees of the Seller before or after the Closing Date, neither the Purchaser, or except as set forth in Schedule 3.11, the Seller, will be liable to such employees for severance pay. The Seller is not a party to or bound by any collective bargaining agreementsimmigration laws.