(n) Neither Immunic nor any Immunic Subsidiary has taken any action,
or has knowledge of any fact or circumstance, that would reasonably be expected to prevent the Transaction from qualifying as a transaction described in Section 351(a) of the Code.
2.14
Employee and Labor Matters; Benefit Plans
.
(a) The employment of each of the Immunic and Immunic Subsidiary employees is terminable by Immunic or the applicable
Immunic Subsidiary at will (or otherwise in accordance with general principles of wrongful termination law).
(b) Neither Immunic nor any Immunic Subsidiary is a party to or bound by, nor has a duty to bargain under, any
collective bargaining agreement or other Contract with a labor organization representing any of its employees, and there are no labor organizations representing, purporting to represent or, to the Knowledge of Immunic, seeking to represent any
employees of Immunic or any Immunic Subsidiary.
(c) There has never been, nor, to the Knowledge of Immunic has
there been any threat of, any strike, slowdown, work stoppage, lockout, job action, union organizing activity or any similar activity or dispute, affecting Immunic or any Immunic Subsidiary.
(d) Neither Immunic nor any Immunic Subsidiary is or has been engaged in any unfair labor practice within the meaning of
the National Labor Relations Act. There is no Legal Proceeding, claim, labor dispute or grievance pending or, to the Knowledge of Immunic, threatened or reasonably anticipated relating to any employment contract, privacy right, labor dispute, wages
and hours, leave of absence, plant closing notification, workers compensation policy, long-term disability policy, harassment, retaliation, immigration, employment statute or regulation, safety or discrimination matter involving any Immunic
Associate, including charges of unfair labor practices or discrimination complaints.
(e)
Sec
tion
2.14(e)
of the Immunic Disclosure Schedule lists, as of the date of this Agreement, all written and describes all
non-written
employee benefit plans (as defined in Section 3(3) of ERISA) and all
bonus, equity-based, retention, incentive, deferred compensation, retirement or supplemental retirement, profit sharing, severance, golden parachute, disability, life or accident insurance, paid time off, vacation, cafeteria, dependent care, medical
care, employee assistance program, education or tuition assistance programs, fringe or employee benefit, and all other compensation, plans, programs, agreements or arrangements, including but not limited to any employment, consulting, independent
contractor, severance or executive compensation agreements or arrangements (other than regular salary or wages), written or otherwise, which are currently in effect relating to any present or former employee, independent contractor or director of
Immunic or any Immunic Subsidiary or any Immunic Affiliate or which is maintained by, administered or contributed to by, or required to be contributed to by, Immunic, any Immunic Subsidiary or any Immunic Affiliate, or under which Immunic or any
Immunic Subsidiary or any Immunic Affiliate has any current or would reasonably be expected to incur liability after the date hereof (each, an
Immunic Employee Plan
). No Immunic Employee Plan is subject to any Legal
Requirement of any United States Governmental Body.
(f) Immunic and each of its Subsidiaries are in material
compliance with all applicable foreign, federal, state and local laws, rules, regulations, orders, rulings, judgments, decrees or arbitration awards respecting employment, employment practices, terms and conditions of employment, worker
classification, tax withholding, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, wages (including overtime wages), compensation, hours of work, labor
relations, leave of absence requirements, occupational health and safety, privacy, harassment, retaliation, immigration and wrongful discharge and in each case, with respect to employees: (i) has withheld and reported all amounts required by
law or by agreement to be withheld and reported with respect to wages, salaries and other payments to employees, (ii) is not liable for any arrears of wages, severance pay or any Taxes or any penalty of any material amount for failure to comply
with any of the foregoing, and (iii) is not liable 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 employees (other than routine payments to be made in the normal course of business and consistent with past practice).
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