Common use of Relations Clause in Contracts

Relations. (a) Except as disclosed in Section 4.14(a) of the Company Disclosure Memorandum, (i) employment of each employee and the engagement of each independent contractor of each of Company and its Subsidiaries is terminable at will by Company or the relevant Company Subsidiary without any penalty, Liability, or severance obligation incurred by Company or the relevant Company Subsidiary, and in all cases without prior consent by any Governmental Entity, and (ii) neither Company nor any Company Subsidiary will owe any amounts to any of its employees or independent contractors as of the Closing Date, other than for wages, bonuses, vacation pay, sick leave, and mileage reimbursement obligations incurred, properly accrued for and recorded in Company’s Books and Records, and paid in the ordinary course in accordance with past practice and not as a result of the transactions contemplated by this Agreement. (b) All of the employees employed by Company and each of its Subsidiaries in the United States are either United States citizens or are, to the knowledge of Company, legally entitled to work in the United States under the Immigration Reform and Control Act of 1986, as amended, other United States immigration Laws and the Laws related to the employment of non-United States citizens applicable in the state in which the employees are employed. Each of Company and its Subsidiaries has complied with E-Verify and any comparable Law. (c) Section 4.14(c) of the Company Disclosure Memorandum contains a current list of all independent contractors of Company and each of its Subsidiaries (separately listed by Company and each of its Subsidiaries), and each such person meets the standard for an independent contractor under all federal and state Laws and is not an employee of Company or any of its Subsidiaries under any applicable Law. (d) Each of Company and its Subsidiaries are and for the past three (3) years have been in material compliance with all applicable Laws pertaining to employment and employment practices with respect to the employees of Company and its Subsidiaries, including but not limited to all Laws relating to wages, hours, overtime, employment discrimination, workplace harassment, retaliation, family and medical leave, disability accommodation, civil rights, safety and health, workers’ compensation, pay equity, I-9 employment eligibility verification and the collection and payment of payroll withholding, unemployment, Medicare and/or social security taxes, and there are no pending, or, to the knowledge of Company, threatened, investigations, complaints, charges, claims, lawsuits, or arbitrations with respect to such Laws. (e) There are no pending or, to Company’s knowledge, threatened labor grievances or unfair labor practice claims or charges against Company or any of its Subsidiaries, or any strikes or other labor disputes against Company or any of its Subsidiaries. Neither Company