5 unchanged sentences
There can be no assurance, however, that the above matters and other legal matters will not result in us having to make payments in excess of such accruals or that the above matters or other legal matters will not materially or adversely affect our business, financial position, results of operations, or cash flows.
+Added: Commercial Matters
+Added: We have been involved in various litigation matters and arbitrations with respect to commercial matters arising with clients, vendors and third-party sellers of businesses.
+Added: We have retained outside counsel to represent us in these matters and we are vigorously defending our interests.
Employment-Related Matters
We have also been involved in various litigation, including purported class or representative actions with respect to matters arising under the U.S.
−Removed: Fair Labor Standards Act, California Labor Code and Private Attorneys General Act.
+Added: Fair Labor Standards Act, California Labor Code and Private Attorneys General Act (“PAGA”).
Many involve allegations for allegedly failing to pay wages and/or overtime, failing to provide meal and rest breaks and failing to pay reporting time pay, waiting time penalties and other penalties.
−Removed: A former employee filed a complaint in California Superior Court, Santa Clara County in July 2017, which seeks civil damages and penalties on behalf of the plaintiff and similarly situated persons for various alleged wage and hour violations under the California Labor Code, including failure to pay wages and/or overtime, failure to provide meal and rest breaks, failure to pay reporting time pay, waiting time penalties and penalties pursuant to California’s Private Attorneys General Act.
+Added: A former employee filed a complaint in California Superior Court, Santa Clara County in July 2017, which seeks civil damages and penalties on behalf of the plaintiff and similarly situated persons for various alleged wage and hour violations under the Labor Code, including failure to pay wages and/or overtime, failure to provide meal and rest breaks, failure to pay reporting time pay, waiting time penalties and penalties pursuant to PAGA.
We filed a motion for summary judgment.
−Removed: The court granted our motion for summary judgment in March 2020, and plaintiff filed an appeal of the court’s ruling in May 2020.
−Removed: We have retained outside counsel to represent us and intend to vigorously defend our interests in this matter.
−Removed: A former employee filed a complaint in California Superior Court, Orange County in September 2019, which seeks damages, penalties and injunctive relief on behalf of the plaintiff and similarly situated persons for various alleged wage and hour violations under the California Labor Code, including failure to pay wages and/or overtime, failure to provide meal and rest breaks, failure to reimburse employee expenses, failure to pay reporting time pay, failure to comply with wage statement requirements, waiting time penalties, violations of California law regarding post-employment nonsolicitation agreements and violations of California’s unfair competition law.
−Removed: In November 2019, the former employee filed a first amended complaint adding a claim for civil penalties on behalf of the plaintiff and similarly situated persons pursuant to California’s Private Attorneys General Act (“PAGA”) based on the preceding allegations.
−Removed: Plaintiff’s counsel requested dismissal of the class and individual claims so that only the PAGA claim will remain, and the court granted such action.
−Removed: The parties have previously pursued mediation, and in the future the parties may pursue further mediation, other dispute resolutions approaches, or continue with the discovery or motion process on this litigation.
+Added: The court granted our motion for summary judgment in March 2020.
+Added: The plaintiff filed an appeal of the court’s ruling, and in December 2022, the Court of Appeals reversed the court’s grant of summary judgment and directed the matter back to the superior court for further proceedings.
We have retained outside counsel to represent us and intend to vigorously defend our interests in this matter.
12 unchanged sentences
In August 2019, as a result of the Take 5 Matter, we provided a written indemnification claim notice to the sellers of Take 5, or the Take 5 Sellers, seeking monetary damages (including interest, fees and costs) based on allegations of breach of the asset purchase agreement, or Take 5 APA, as well as fraud.
−Removed: In September 2019, the Take 5 Sellers initiated arbitration proceedings in the state of Delaware against us, alleging breach of the Take 5 APA as a result of our decision to terminate the operations of the Take 5 business and seeking monetary damages equal to all unpaid earn-out payments under the Take 5 APA (plus interest fees and costs).
+Added: In September 2019, the Take 5 Sellers initiated arbitration proceedings in the state of Delaware against us, alleging breach of the Take 5 APA as a result of our decision to terminate the operations of the Take 5 business
+Added: and seeking monetary damages equal to all unpaid earn-out payments under the Take 5 APA (plus interest fees and costs).
In 2020, the Take 5 Sellers amended their statement of claim to allege defamation, relating to statements we made to customers in connection with terminating the operations of the Take 5 business, and seeking monetary damages for the alleged injury to their reputation.
1 unchanged sentence
claims and asserted indemnification, fraud and other claims against the Take 5 Sellers as counterclaims and cross-claims in the arbitration proceedings.
−Removed: We are currently unable to estimate the potential impact related to these arbitration proceedings, but we have retained outside counsel to represent us in these matters and are vigorously pursuing our interests.
−Removed: The arbitration hearing for this matter commenced in the first quarter of 2022;
−Removed: however, we do not know when the hearing will be concluded and when we will receive a decision from the arbitrator.
+Added: In October 2022, the arbitrator made a final award in our favor.
+Added: We are actively pursuing the collection of this award in state court in Florida.
+Added: The Take 5 Sellers have attempted to have the award vacated in the district court in Washington, D.C., and in the state court in Florida.
+Added: We have asked the Washington, D.C.
+Added: court to dismiss the petition or, in the alternative, abstain until the Florida case is resolved.
+Added: We are currently unable to estimate if or when we will be able to collect any amounts associated with this arbitration.
Other Legal Matters Related to Take 5
3 unchanged sentences
Mine Safety Disclosures.
+Added: Not applicable.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.