Labor and Employment (a) For the past three (3) years, (i) no labor strike against, or lockout by, the Company has occurred, or is pending or threatened, and (ii) except as set forth in Section 3.14(a) of the Seller Disclosure Schedules, no union represents or has filed a petition to represent, or commenced an organizing campaign, on behalf of any group of Business Employees, or other workers performing services for the Rolling Mill Business, as its collective bargaining representative. Except as set forth in Section 3.14(a) of the Seller Disclosure Schedules, within the past three (3) years, there has been no material labor dispute, unfair labor practice charge, concerted work stoppage or slowdown or any other interference with normal operations, pending or threatened, affecting the Rolling Mill Business, except as would not have a Material Adverse Effect. There are no material work rules or practices agreed to with any union, except as specifically stated in a collective bargaining agreement listed in Section 3.12(a)(ix) of the Seller Disclosure Schedules, that are binding upon Business Employees or Rolling Mill Business. No unfair labor practice charge or complaint, no grievance or arbitration brought by a union, and no other charge or complaint that covers the Rolling Mill Business is pending or threatened which, if adversely decided, could have a Material Adverse Effect. (b) Section 3.14(b) of the Seller Disclosure Schedules sets forth a complete and accurate list of all of the Business Employees, describing for each such Business Employee: (i) the title, (including whether full or part-time); (ii) whether classified as exempt or non-exempt for wage and hour purposes; (iii) date of hire; (iv) work location; (v) employee ID number; (vi) regular hourly wage, annual salary or commission rate, as applicable; (vii) customarily scheduled hours per week; (viii) total remuneration potential including commission, bonus or other incentive-based compensation; (ix) status (i.e., active or inactive and if inactive, the type of leave, and projected duration if known); and (x) whether currently covered by any collective bargaining agreement disclosed in Section 3.12(a)(ix). Other than shared group employees that provide services to the Rolling Mill Business as disclosed on Section 3.14(b) of the Seller Disclosure Schedules, the Business Employees assigned to the Company provide the technical and operational workforce necessary to safely and efficiently conduct the Rolling Mill Business. No later than thirty (30) days prior to the end of the human resources portion of the Transition Services Agreement, Seller shall provide an updated list of the Transferred Employees that meets all the requirements of the prior sentence. Section 3.14(b) of the Seller Disclosure Schedules also contains a complete and accurate list of all the individual independent contractors, individual consultants, and temporary employees, who are engaged directly by the Company or Seller or any Rolling Mill Affiliate, and who are performing services in support of the operation of the Rolling Mill Business (“Contingent Workers”) as of the date hereof and for each such Contingent Worker has provided a description of the individual’s work, fee or compensation arrangement and other contractual terms of engagement, as applicable. Section 3.14(b) of the Seller Disclosure Schedules also contains a list of all agreements with temporary staffing agencies that cover workers performing services in support of the Rolling Mill Business. (c) To the Knowledge of Seller, (i) all Business Employees classified as exempt under the Fair Labor Standards Act and state and local wage and hour Laws are properly classified, (ii) to the extent that any Contingent Workers engage directly by the Company are used at the Rolling Mill Business, the Company has properly classified and treated such individuals in material compliance with applicable Law and under the Company Plans, (iii) the Company is not delinquent with any payments to Business Employees or any Contingent Workers engaged directly by the Company, and (iv) the Company is not a joint employer with any staffing agency supplying workers performing services in support of the Rolling Mill Business, except, with respect to (i), (ii) and (iii), as would not have a Material Adverse Effect. Except for Business Employees covered by the Collective Bargaining Agreement, all Business Employees are employed at-will. (d) Except as set forth in Section 3.14(d) of the Seller Disclosure Schedules, no Business Employee is on a visa sponsored by the Company which visa will require continued sponsorship. The Company has not received within the past three (3) years a “no match” letter from the Social Security Administration concerning any current or former Business Employee, and the Company has not been warned, fined or otherwise penalized for a failure to comply with immigration Laws. A U.S. Citizenship and Immigration Services Form I-9 has been properly prepared and retained for each Business Employee as required by Law. (e) Except as set forth in Section 3.14(e) of the Seller Disclosure Schedules, the Company has not within the past three (3) years experienced a “plant closing,” “business closing,” or “mass layoff” as defined in the WARN Act or any similar state or local Law or regulation affecting the Rolling Mill Business. At the Effective Time, Seller will provide a list of those employees of the Rolling Mill Business who the Company has involuntarily terminated or laid off as defined in the WARN Act or any similar state or local Law or regulation within ninety (90) days prior to the Effective Time, including a list of employees of the Rolling Mill Business that were informed of a furlough, layoff, or other employer-initiated leave of absence or reduction in work hours prior to the Effective Time but whose effective date of such status change will occur within ninety (90) days after the Effective Time. (f) To the Knowledge of Seller, there have been no workplace accidents, injuries or exposures (including viral exposure, including, without limitation, the COVID-19 Virus) in the last twelve (12) months involving any Business Employee, or Contingent Worker that are likely to result in, but not yet resulted in, a claim for worker’s compensation payments or benefits, or a violation of OSHA or state or local equivalent. The Company has implemented precautions and measures regarding the COVID-19 Virus, consistent with applicable Center for Disease Control, World Health Organization, and federal, state and local guidelines. (g) To the Knowledge of Seller, no Business Employee (i) is a party to an agreement with any prior employer that limits or purports to limit the ability of the Rolling Mill Business to compete in any line of business, with any Person, or in any geographic area or period of time; or (ii) has any other obligations to a prior employer that is violated by the performance of the Business Employee’s performance of duties for the Rolling Mill Business. (h) Within the last five (5) years: (i) no Business Employee, independent contractor or consultant has made any allegation of sexual harassment against the Company or against any Business Employee; and (ii) the Company has not entered into any settlement agreements related to allegations of sexual harassment made by a Business Employee or any contingent or independent contractor or consultant. To the Knowledge of Seller, there is no, and during the last three (3) years, there has been no, consensual or non-consensual sexual relationship between: (i) any beneficial owner, officer or executive-level employee of Seller or its Affiliates on the one hand, and any current or former Business Employee, or any Contingent Worker of the Rolling Mill Business, on the other hand; or (ii) between any supervisory employee of the Company on the one hand, and any current or former Business Employee, or any Contingent Worker of the Rolling Mill Business, on the other hand.
NON-DISCRIMINATION IN HIRING AND EMPLOYMENT Competitive Supplier agrees to conduct its operations and activities under this ESA in accordance with all applicable state and federal laws regarding non-discrimination in hiring and employment of employees.