Employees; Employment Matters. (a) Schedule 4.20(a) sets forth a complete and correct list of the five highest compensated officers or employees of the Company Group as of the date hereof, setting forth each such person’s name, title, current base salary or hourly rate, total compensation (including bonuses and commissions) for the fiscal years ended March 31, 2022 and 2021, employer, hire date, status as exempt or non-exempt from overtime Laws, and leave status.
(b) No member of the Company Group is a party to any collective bargaining agreement or similar labor agreement with respect to its employees, and, since March 31, 2019, there has been no activity or proceeding by a labor union, other labor organizations or representative thereof to organize any employees of the Company Group. There is no labor strike, picketing, material slowdown or material work stoppage or lockout pending or, to the Knowledge of the Company, threatened, against any member of the Company Group, and, since March 31, 2019, no member of the Company Group has experienced any strike, material slowdown, picketing, material work stoppage or lockout by or with respect to its employees. To the Knowledge of the Company, no member of the Company Group is subject to any attempt by any union or other labor organization to represent Company Group employees as a collective bargaining agent.
(c) There are no pending or, to the Knowledge of the Company, threatened, Actions against any member of the Company Group under any worker’s compensation policy or long-term disability policy. There are no material liabilities, whether contingent or absolute, of the Company Group relating to workers’ compensation benefits that are not fully insured against by a bona fide third-party insurance carrier. With respect to each Plan and with respect to each state workers’ compensation arrangement that is funded wholly or partially through an insurance policy or public or private fund, all premiums required to have been paid to date under such insurance policy or fund have been paid. There is no unfair labor practice charge or complaint pending or, to the Knowledge of the Company, threatened, before any applicable Authority relating to employees of the Company Group. Since March 31, 2019, the Company Group has not engaged in, and is not currently contemplating, any location closing, employee layoff, relocation activities or similar event that would trigger the WARN Act or any similar state or local statute, rule or regulation.
(d) The Company G...
Employees; Employment Matters. (a) To the Knowledge of Transport, no Key Employee or group of Key Employees has any plans to terminate their employment with Transport or any of its Subsidiaries as a result of the transactions contemplated hereby or otherwise. Neither Transport nor any of its Subsidiaries is a party to or bound by any collective bargaining agreements, and neither Transport nor any of its Subsidiaries has experienced any strikes, grievances, other collective bargaining disputes or claims of unfair labor practices. There is no organizational effort presently being made or, to the Knowledge of Transport, threatened by or on behalf of any labor union with respect to employees or owner-operators of Transport or any of its Subsidiaries. Within the three (3) year period preceding the date of this Agreement, neither Transport nor any of its Subsidiaries has experienced any strike, slow-down, work stoppage or lockout, by or with respect to any of its employees.
(b) Transport and its Subsidiaries have complied with all applicable laws, rules and regulations relating to labor or employment, including, but not limited to, any provisions thereof relating to equal employment opportunity, wages, hours, employee safety, immigration control, drug testing, termination pay, vacation pay, fringe benefits, collective bargaining, discrimination, retaliation and the payment and/or accrual of the same and all Taxes, insurance and all other costs and expenses applicable thereto, except in each case where non-compliance would not have a Transport Material Adverse Effect. Without limiting the generality of the foregoing, Transport and its Subsidiaries have not incurred a violation of Part 6 of Subtitle B of Title I of ERISA ("COBRA") or other applicable state insurance continuation law in any material respect. No material COBRA or other state insurance continuation law violation exists or will exist with respect to any employees of Transport or its Subsidiaries prior to and including the Closing Date. Transport and its Subsidiaries have not ever incurred, Liabilities, penalties or other charges under the Workers Adjustment Retraining and Notification Act ("WARN").
(c) Except as set forth on Schedule 3.14 of the Transport Disclosure Schedule, all persons employed by Transport and its Subsidiaries are employees at will or otherwise employed such that Transport and its Subsidiaries may lawfully terminate their employment at any time, with or without cause, without creating any cause of action against...
Employees; Employment Matters. (i) No key independent contractor, or group (three or more employees acting together) of employees or independent contractors has informed either of the Stockholders that he or she intends to terminate his or her employment with the Company generally or as a result of the transactions contemplated hereby or otherwise. The Company is not a party to or bound by any collective bargaining agreement, and the Company has not experienced any strikes, grievances, other collective bargaining disputes or claims of unfair labor practices. Neither the Company nor the Stockholders have any Knowledge of any organizational effort presently being made or threatened by or on behalf of any labor union with respect to employees of the Company.
(ii) Section 3.2(o) of the Company Disclosure Schedule contains a true, correct and complete list setting forth the names and current salaries or rates of compensation of all employees of the Company and independent contractors who render services to the Company on more than a single occasion.
(iii) To the Company's and the Stockholders' knowledge, all Persons employed by the Company are employees at will or otherwise employed such that the Company may lawfully terminate their employment at any time with or without cause. Section 3.2(o) of the Company Disclosure contains a list of each employment agreement and at-will agreement executed by the current employees of the Company and each agreement between the Company and each independent contractor with whom the Company is currently doing business. The Company has furnished Superior with true and correct copies of each such agreement. Except as disclosed on Section 3.2(o) of the Company Disclosure Schedule, the Company has no unsatisfied Liability to any previously terminated employee or independent contractor. Except as expressly provided to the Contrary in written independent contractor agreements, all employees and independent contractors of the Company are subject to a noncompete/nonsolicitation covenant in favor of the Company. A true and correct copy of the form of noncompete/nonsolicitation agreement currently in force with each of the Company's employees and any material variances therefrom have been delivered to Superior. The Company has disclosed all written (and summarized all oral) employee handbooks, policies, programs and arrangements to Superior.
(iv) The Company has materially complied with all applicable laws relating to labor, including, without limitation, any provision...
Employees; Employment Matters. (a) The Company has previously provided the following information to Purchaser which it represents is current and correct in all material respects as of the Execution Date:
(i) (A) the name, job title, original hire date, service date, bonus, if any, paid for fiscal period ending April 1, 2007, accrued and unused vacation as of April 1, 2007, and current annual salary (or rate of pay) of each of such entity’s employees, and (B) other compensation (including, without limitation, normal bonus, profit-sharing, pension benefits and other compensation) now payable to each of the Company’s employees;
(ii) any increase to become effective after the date of this Agreement in the total compensation or rate of total compensation (including, without limitation, normal bonus, profit-sharing, pension benefits and other compensation) payable to each such person; and
(iii) all presently outstanding loans and advances (other than routine travel advances to be repaid or formally accounted for within 60 days) made by the Company to, or made to the Company by, any director, officer or employee of the Company.
(b) Except as set forth on Schedule 3.19(b), (i) the terms of employment of all employees of the Company are such that their employment may be terminated at will with notice given at any time and (ii) there are no severance payments which are payable by the Company to any such person under the terms of any Contract. Schedule 3.19(b) lists all of the employees who are currently on leave relating to work-related injuries and/or receiving disability benefits under any Benefit Plan.
(c) The Company is not a party to any collective bargaining agreement or labor union contract. As of the Execution Date, with respect to the Company, there is no pending or, to the Knowledge of the Company, threatened (i) union organizational activity or (ii) application for certification of a collective bargaining agent.
(d) All persons classified by the Company as independent contractors satisfy the requirements of applicable Legal Requirements to be so classified, and the Company has fully and accurately reported its compensation on IRS Forms 1099 when required to do so. No individual who has performed services for or on behalf of the Company and who has been treated by the Company as an independent contractor is classifiable as a “leased employee” within the meaning of Section 414(n)(2) of the Code with respect to the Company.
Employees; Employment Matters. Seller is not aware that any officer or Key Employee intends to terminate his, her or their employment with Seller (other than as contemplated by this Agreement). Seller does not have the intention to terminate the employment of any of the foregoing (other than as contemplated by this Agreement). Each officer and Key Employee of Seller is currently devoting all of his or her business time to the conduct of the Acquired Business. Subject to general principles related to the wrongful termination of employees, the employment of each officer and employee of Seller is terminable at the will of Seller. No employee, officer or manager of Seller or member of his or her immediate family is entitled to any cash or other payment or other compensation (including the vesting of membership interests) as the result of (a) any merger, sale of membership interests or assets, change in control or other similar transaction by Seller, (b) any termination of employment or change of the nature or terms of employment, or (c) the occurrence of any other event or combination of events. Seller has complied in all material respects with all applicable state and federal equal employment opportunity and other laws related to employment. Seller is not a party to or bound by any currently effective employment contract, deferred compensation agreement, bonus plan, service plan, percentage compensation plan, incentive plan, profit sharing plan, retirement agreement, or other employee compensation plan or agreement, including, without limitation, any plan or arrangement by which Seller is obligated to share a portion of the consideration received from the Transaction in any manner other than as indicated in Seller’s articles of organization, as amended to date.
Employees; Employment Matters. (a) The Company has made available to Parent or its counsel a true, correct and complete list of the employees of the Company as of the date hereof.
(b) The Company has made available to Parent or its counsel a true, correct and complete list of each of the current independent contractors or consultants of the Company as of the date hereof.
(c) The Company Group is not a party to any collective bargaining agreement or similar labor agreement with respect to any employees of the Company, and, since January 1, 2021, there has been no proceeding by a labor union or other employee representative or group of employees seeking to organize or represent any employees of the Company Group. There is no labor strike, slowdown or work stoppage or lockout pending or, to the Knowledge of the Company, threatened against the Company Group, and, since January 1, 2021, the Company Group has not experienced any strike, slowdown, work stoppage or lockout by or with respect to its employees. There is no unfair labor practice charge or complaint pending or, to the Knowledge of the Company, threatened, before any applicable Authority relating to employees of the Company.
(d) There are no pending or, material Actions against the Company Group brought by or on behalf of any current or former employee or independent contractor of the Company, and to the Knowledge of the Company, no such Actions are threatened that are reasonably likely to give rise to a Material Adverse Effect.
(e) Since January 1, 2021, the Company Group has been in compliance with notice and other requirements under the Workers’ Adjustment Retraining and Notification Act of 1988, as amended, or any similar state or local or applicable foreign statute, rule or regulation relating to plant closings and layoffs (collectively, the “WARN Act”). Since January 1, 2021, the Company has not implemented any “mass layoff” or “plant closing” or engaged in any other layoffs or employee reductions that resulted in obligations under the WARN Act. There is no ongoing or contemplated location closing, employee layoff, or relocation activities that would trigger notice or any other requirements under the WARN Act.
(f) The Company Group is, and for the past six (6) years has been, in material compliance in all respects with all applicable Laws relating to employment or the engagement of labor including in jurisdictions where the Company Group has engaged employees, contractors, or other service providers, relating to wages, hours, ...
Employees; Employment Matters. (a) The aggregate compensation of the five highest compensated officers or employees of the Company Group as of the date hereof, setting forth the name, title and total compensation (including bonuses and commissions) paid to each such person for the fiscal years ended March 31, 2022 and 2021 are listed on Schedule 4.20(a).
(b) The Company Group is not a party to any collective bargaining agreement, and, since April 1, 2018, there has been no activity or proceeding by a labor union or representative thereof to organize any employees of the Company Group. There is no labor strike, material slowdown or material work stoppage or lockout pending or, to the Knowledge of the Company, threatened against the Company Group, and, since April 1, 2018, the Company Group has not experienced any strike, material slowdown, material work stoppage or lockout by or with respect to its employees. To the Knowledge of the Company, the Company Group is not subject to any attempt by any union to represent Company Group employees as a collective bargaining agent.
(c) There are no pending, or to the Knowledge of the Company, threatened Actions against the Company Group under any worker’s compensation policy or long-term disability policy. There is no unfair labor practice charge or complaint pending or, to the Knowledge of the Company, threatened before any applicable Authority relating to employees of the Company Group. Since April 1, 2018, the Company Group has not engaged in, and is not currently contemplating, any location closing, employee layoff, or relocation activities that would trigger the Worker Adjustment Retraining and Notification Act of 1988 (if applicable), as amended, or any similar state or local statute, rule or regulation.
(d) Except as set forth under Schedule 4.20 (d), the Company Group is, and since April 1, 2018 has been, in material compliance in all material respects with all applicable Laws relating to employment of labor, including all applicable Laws relating to wages, hours, overtime, collective bargaining, equal employment opportunity, anti-discrimination, anti-harassment (including, but not limited to sexual harassment), anti-retaliation, immigration, leaves, disability rights or benefits, employment and reemployment rights of members and veterans of the uniformed services, paid time off/vacation, unemployment insurance, safety and health, workers’ compensation, pay equity, restrictive covenants, child labor, whistleblower rights, classification of ...
Employees; Employment Matters. (a) The Company is not a party to or bound by any collective bargaining agreement, and the Company has not experienced any strikes, grievances, other collective bargaining disputes or, to the Knowledge of the Principal Shareholders or the Company, claims of unfair labor practices. Neither the Company nor the Principal Shareholders have any Knowledge of any organizational effort presently being made or threatened by or on behalf of any labor union with respect to employees of the Company.
(b) Section 3.13 of the Disclosure Schedule contains a true, correct and complete list setting forth the names and current salaries or rates of compensation of all employees of the Company and independent contractors who render services to the Company on more than a single occasion. Except as disclosed on Section 3.13 of the Disclosure Schedule, the Company has no unsatisfied Liability to any previously terminated employee or independent contractor. The Company has disclosed all written (and summarized all oral) employee handbooks, policies, programs and arrangements to Buyer.
(c) All Persons employed by the Company are employees at will or otherwise employed such that the Company may lawfully terminate their employment at any time, with or without cause, without creating any material cause of action against the Company or otherwise giving rise to any material Liability of the Company for wrongful discharge, breach of contract or tort. None of the employees of the Company are subject to noncompete/nonsolicitation covenants in favor of the Company. The Company has not breached, and is not in default under any agreements with any current employee, including without limitation, any employee engaged in Branch Operations.
(d) The Company has materially complied with all applicable laws relating to labor, including, without limitation, any provisions thereof relating to wages, termination pay, vacation pay, fringe benefits, collective bargaining and the payment and/or accrual of the same and all Taxes, insurance and all other costs and expenses applicable thereto, and the Company is not liable for any arrearage, or any Taxes, costs or penalties for failure to comply with any of the foregoing. Without limiting the generality of the foregoing, the Company has not incurred a violation of Part 6 of Subtitle B of Title I of ERISA ("COBRA") or other applicable state insurance continuation law. No material COBRA or other state insurance continuation law violation exists or will exist w...
Employees; Employment Matters. 7.15.1 Seller has no unsatisfied liability to any previously terminated employee or independent contractor. Seller has disclosed all written employee handbooks, policies, programs and arrangements to Purchaser.
7.15.2 Except as otherwise indicated in Schedule 7.15, no key employee or independent contractor or group of employees or independent contractors has informed Seller of any plans to terminate their employment with Seller for any reason, including as a result of the transactions contemplated by this Agreement.
7.15.3 All persons employed by Seller are employees at will.
Employees; Employment Matters. The Company is not aware that any officer or key employee of the Company or its subsidiaries, or that any group of employees of the Company or its subsidiaries, intends to terminate his, her or their employment with the Company or its subsidiaries. Neither the Company nor any of its subsidiaries has the intention to terminate the employment of any of the foregoing. Each officer and key employee of the Company and its subsidiaries is currently devoting substantially all of his or her business time to the conduct of the businesses of the Company or its subsidiaries. The Company is not aware that any of the officers or key employees of it or its subsidiaries is planning to work less than full-time for the Company or its subsidiaries in the future. Except as set forth under Section 3.28 of the Schedule of Exceptions, subject to general principles related to the wrongful termination of employees, the employment of each officer and employee of the Company or its subsidiaries is terminable at the will of the Company or its subsidiaries, as applicable. Except as set forth under Section 3.28 of the Schedule of Exceptions, no employee, officer or director of the Company or its subsidiaries or member of his or her immediate family is entitled to any cash or other payment or other compensation (including the vesting of stock options and restricted stock) as the result of (a) any merger, sale of stock or assets, change in control or other similar transaction by the Company or its subsidiaries, (b) any termination of employment or change of the nature or terms of employment, or (c) the occurrence of any other event or combination of events. Except as set forth under Section 3.28 of the Schedule of Exceptions, neither the Company nor its subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation agreement, bonus plan, service plan, percentage compensation plan, incentive plan, profit sharing plan, retirement agreement, or other employee compensation plan or agreement. The Company and its subsidiaries have complied in all material respects with all applicable state and federal equal opportunity, minimum wage, immigration and other laws related to employment and termination of employment. To the Company's knowledge, no employee or officer of the Company or any of its subsidiaries is or will be in violation of any judgment, decree, or order, or any term of any employment contract, patent disclosure or assignment agreement, or o...
