M&A Boot Camp booklet 2023 - Flipbook - Page 120
Employee Plan can be amended, terminated or otherwise discontinued after the date of this Agreement, without liability to the Company or to
Parent (other than ordinary administration expenses). There are no audits, inquiries or Legal Proceedings pending or, to the Knowledge of
the Company, threatened by any Governmental Body with respect to any Company Employee Plan.
(j) No Conflict. Except as set forth in Part 2.15(j) of the Disclosure Schedule, neither the execution, delivery or performance of this
Agreement, nor the consummation of the Merger or any of the other transactions contemplated by this Agreement, will or may (either alone
or upon the occurrence of any additional or subsequent events): (i) constitute an event under any Company Employee Plan, Company
Employee Agreement, trust or loan that will or may result (either alone or in connection with any other circumstance or event) in any
payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or
obligation to fund benefits with respect to any Company Employee; or (ii) create or otherwise result in any Liability with respect to any
Company Employee Plan.
(k) Compliance. The Company: (i) is in compliance in all material respects with all applicable Legal Requirements, Contracts and orders,
rulings, decrees, judgments or arbitration awards of any arbitrator or any court or other Governmental Body respecting employment,
employment practices, terms and conditions of employment, wages, hours or other labor-related matters, including Legal Requirements,
orders, rulings, decrees, judgments and awards relating to discrimination, wages and hours, labor relations, leave of absence requirements,
occupational health and safety, privacy, harassment, retaliation, immigration, wrongful discharge or violation of the personal rights of
Company Employees or prospective employees; (ii) has withheld and reported all amounts required by any Legal Requirement or Contract to
be withheld and reported with respect to wages, salaries and other payments to any Company Employee; (iii) has no Liability for any arrears
of wages or any Taxes or any penalty for failure to comply with any of the foregoing; and (iv) has no Liability for any payment to any trust or
other fund governed by or maintained by or on behalf of any Governmental Body with respect to unemployment compensation benefits,
social security or other benefits or obligations for any Company Employee (other than routine payments to be made in the normal course of
business and consistent with past practice).
(l) Labor Relations. The Company has good labor relations, and, except as set forth in Part 2.15(l) of the Disclosure Schedule, the
Company has no Knowledge of any facts indicating that the consummation of the Merger or any of the other transactions contemplated by
this Agreement will have a material adverse effect on the labor relations of the Company. Except as set forth in Part 2.15(l) of the Disclosure
Schedule, there are no pending or, to the Knowledge of the Company, threatened or reasonably anticipated claims or Legal Proceedings
against the Company under any workers’ compensation policy or long-term disability policy.
(m) Claims Against Plans. There are no pending or, to the Knowledge of the Company, threatened or reasonably anticipated claims or
Legal Proceedings against any of the Company Employee Plans, the assets of any of the Company Employee Plans or the Company, or the
Company Employee Plan administrator or any fiduciary of the Company Employee Plans with respect to the operation of such Company
Employee Plans (other than routine, uncontested benefit claims) or asserting any rights or claims to benefits under such Company Employee
Plan, and there are no facts or circumstances which could form the basis for any such claims or Legal Proceedings.
30.