Common use of Employees; Employment Matters Clause in Contracts

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 Transport or its Subsidiaries or otherwise giving rise to any material liability of Transport or its Subsidiaries for wrongful discharge, breach of contract or tort or any other similar cause at law or in equity.

Employees; Employment Matters. (a) To Attached hereto as Schedule 6.17 is a list of all independent contractors and temporary employees of the Knowledge of Transport, no Key Employee or group of Key Employees Acquired Business Operations. No Seller Entity has any plans unsatisfied liability to terminate their employment with Transport any previously terminated employee 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 independent contractor with respect to employees or owner-operators the Acquired Business Operations. Seller and Seller Parent have provided true and correct copies of Transport or any of its Subsidiaries. Within the three (3) year period preceding the date of this Agreementall written employee handbooks, neither Transport nor any of its Subsidiaries has experienced any strikepolicies, slow-down, work stoppage or lockout, by or with respect to any of its employees. (b) Transport programs and its Subsidiaries have complied with all applicable laws, rules and regulations arrangements relating to labor or employment, including, but not limited to, any provisions thereof relating the Acquired Business Operations 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 EffectPurchaser. 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 Schedule6.17 hereto, all persons employed by Transport and its Subsidiaries Available Employees are employees at will or otherwise are employed such that Transport Seller and its Subsidiaries Seller Parent may lawfully terminate their employment at any time, with or without cause, without creating any Material cause of action against Transport Seller or its Subsidiaries Seller Parent or otherwise giving rise to any material Material liability of Transport or its Subsidiaries a Seller Entity for wrongful discharge, breach of contract or tort tort. Each Person whom Seller or Seller Parent has retained as an independent contractor in connection with the Acquired Business Operations during the past two years qualifies as an independent contractor and not as an employee of such Seller Entity under the Code and all applicable state laws. Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will cause any Seller Entity to be in breach of any agreement with any employee, contractor or consultant. True and correct copies of all written agreements between any Seller Entity and any Available Employee, contractor or consultant with respect to the Acquired Business Operations have been furnished to Purchaser. Seller and Seller Parent have maintained, and provided to Purchaser prior to the Closing Date, personnel files on all Available Employees. Except as set forth in the personnel file of the subject employee or independent contractor or disclosed on Schedule 6.16 hereto, to the Knowledge of Seller, no Available Employee has been the subject of allegations or an investigation for financial irregularities, sexual or other similar cause at law types of harassment or dishonesty in equitythe workplace.

Employees; Employment Matters. (a) To Except as disclosed on the Knowledge of TransportTARGET Disclosure Schedule, no Key Employee neither TARGET nor its Subsidiaries have any unsatisfied Liability to any previously terminated employee or independent contractor. TARGET and its Subsidiaries have disclosed all written employee handbooks, policies, programs and arrangements to BUYER. (b) No key employee or group of Key Employees employees has informed either TARGET or its Subsidiaries of any plans to terminate their employment with Transport TARGET or any of its Subsidiaries as a result of the transactions contemplated hereby or otherwise. Neither Transport TARGET 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 have experienced any strikes, grievances, other collective bargaining disputes or claims of unfair labor practices. There is no Neither TARGET nor its Subsidiaries have any knowledge of any organizational effort presently being made or, to the Knowledge of Transport, or threatened by or on behalf of any labor union with respect to employees or owner-operators of Transport or any of TARGET and 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. (bc) Transport Except as set forth on Section 3.13(f) of the TARGET Disclosure Schedule or as provided by applicable law, all persons employed by TARGET and its Subsidiaries are employees at will or otherwise employed such that TARGET and its Subsidiaries may terminate their employment at any time, with or without cause, without creating any material cause of action against TARGET and its Subsidiaries or otherwise giving rise to any material liability of TARGET and its Subsidiaries for wrongful discharge, breach of contract or tort. (d) Except as disclosed on the TARGET Disclosure Schedule, TARGET and its Subsidiaries have complied in all material respects with all applicable laws, rules and regulations laws relating to labor or employmentin each jurisdiction wherein TARGET and its Subsidiaries conduct business, including, but not limited towithout limitation, any requirements of the Immigration and Nationalization Act of 1952, as amended by the Immigration Reform and Control Act of 1986 and the regulations promulgated thereunder, 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 bargaining 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 Effectand neither TARGET nor its Subsidiaries are liable for any arrearage, or any costs or penalties for failure to comply with any of the foregoing. Without limiting the generality of the foregoing, Transport and neither TARGET nor its Subsidiaries have not incurred a violation of Part 6 of Subtitle B of Title I of ERISA ("COBRA") or any other applicable state or foreign insurance continuation law in any material respectlaw. No material COBRA or other state or foreign insurance continuation law violation exists or will exist with respect to any employees of Transport either TARGET or its Subsidiaries prior to and including the Closing Date. Transport and its Subsidiaries have not ever incurredEffective Time, Liabilities, penalties or other charges under nor will any such violation occur as a result of the Workers Adjustment Retraining and Notification Act ("WARN")transactions contemplated hereby. (ce) 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 Transport Each Person whom TARGET or its Subsidiaries or otherwise giving rise to any material liability has retained as an independent contractor during the past three years qualifies as an independent contractor and not as an employee of Transport TARGET or its Subsidiaries for wrongful discharge, under the Code and all applicable state laws. Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby shall cause TARGET or its Subsidiaries to be in breach of contract any agreement with any employment, contractor or tort consultant or cause TARGET or its Subsidiaries to be liable to pay any severance or other similar cause at law amount to any employee, contractor or in equityconsultant of TARGET or its Subsidiaries.

Employees; Employment Matters. Offers/Transfer of Employment. Prior to the Closing Date (aor such time as is required by applicable Law), the Buyer will, or will cause its Affiliates to, make an offer of employment, in accordance with the requirements of this Section 5.9 and Schedule 5.9, to each Business Employee (excluding, for the avoidance of doubt, any Non-Tile Employees) To to be effective as of the Knowledge Closing Date unless such Business Employee is employed by a Divested Company or is an Automatically Transferring Employee and the Company shall comply with its obligations under Schedule 5.9. Unless such Business Employees expressly decline such offer of Transportemployment, no Key Employee or group of Key Employees has any plans and subject to terminate their applicable Law, they will be deemed to have accepted the offer and will commence employment with Transport the Buyer or any of its Subsidiaries Affiliates (as a result of designated by 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 Buyer) 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 Where such offers are required, the Parties will use commercially reasonable efforts (i) to encourage all such Business Employees who are offered employment with the Buyer or its Affiliates as described in this Section 5.9(a) to accept such offers of employment, (ii) to effect the transfer of employment of each such Business Employee to the Buyer or its applicable Affiliate by substitution of employer, three-party Contract, assignment, or as may otherwise be required to obtain the consent of the Business Employee in accordance with Schedule 5.9 so as to effect the transfer of employment under applicable Law and (iii) to effect the transfer of the employment of each such Business Employee to the Buyer or its Subsidiaries have not ever incurredapplicable Affiliate in a manner reasonably designed to minimize the obligation on the part of either Party to pay such Business Employees any severance, Liabilitiesend‑of‑service pay or gratuity, penalties dismissal compensation, or other charges under separation or termination payments or liabilities in connection therewith. If a Business Employee accepts the Workers Adjustment Retraining and Notification Act ("WARN"). (c) Except offer then the Seller will waive the requirement on any such Business Employee concerned to give any notice of termination of his or her employment so that the Business Employee may take up employment with the Buyer or its Affiliates as set forth on Schedule 3.14 of the Transport Disclosure ScheduleClosing Date. The Buyer will, or will cause its Affiliates to, accept the automatic transfer and continue the employment of the Automatically Transferring Employees as successor employers. All Business Employees who continue employment with or who accept an offer of employment with the Buyer, a Divested Company, or their Affiliates as of the Closing Date will cease employment with the Asset Sellers or their applicable Affiliates (other than the Divested Companies) and begin employment with the Buyer or an Affiliate of the Buyer or continue employment with a Divested Company effective as of the Closing Date and are hereinafter referred to as the “Transferred Employees.” Nothing herein will be construed as a representation or guarantee by the Company that (i) some or all persons of the Business Employees will accept employment with the Buyer or one of its Affiliates or (ii) some or all of the Business Employees will become employed by Transport and or continue in employment with the Buyer or one of its Subsidiaries are employees at will or otherwise employed such that Transport and its Subsidiaries may lawfully terminate their employment at Affiliates for any period of time, with or without cause, without creating any cause of action against Transport or its Subsidiaries or otherwise giving rise to any material liability of Transport or its Subsidiaries for wrongful discharge, breach of contract or tort or any other similar cause at law or in equity.

Employees; Employment Matters. (a) To Except as disclosed on the Knowledge of TransportLECG Disclosure Schedule, no Key Employee neither LECG nor its Subsidiaries have any unsatisfied Liability to any previously terminated employee or independent contractor. LECG and its Subsidiaries have disclosed all written employee handbooks, policies, programs and arrangements to Xxxxxxx. (b) No key employee or group of Key Employees employees has informed LECG and its Subsidiaries of any plans to terminate their employment with Transport LECG or any of its Subsidiaries as a result of the transactions contemplated hereby or otherwise. Neither Transport LECG nor any of its Subsidiaries is are a party to or bound by any collective bargaining agreements, agreement and neither Transport LECG nor any of its Subsidiaries has have experienced any strikes, grievances, other collective bargaining disputes or claims of unfair labor practices. There is no Neither LECG nor its Subsidiaries have any knowledge of any organizational effort presently being made or, to the Knowledge of Transport, or threatened by or on behalf of any labor union with respect to employees or owner-operators of Transport or any of LECG and 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. (bc) Transport All persons employed by LECG and its Subsidiaries are employees at will or otherwise employed such that LECG and its Subsidiaries may terminate their employment at any time, with or without cause, without creating any material cause of action against LECG and its Subsidiaries or otherwise giving rise to any material liability of LECG and its Subsidiaries for wrongful discharge, breach of contract or tort. (d) Except as disclosed on the LECG Disclosure Schedule, LECG and its Subsidiaries have complied in all material respects with all applicable laws, rules and regulations laws relating to labor or employmentlabor, including, but not limited towithout limitation, any requirements of the Immigration and Nationalization Act of 1952, as amended by the Immigration Reform and Control Act of 1986 and the regulations promulgated thereunder, 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 bargaining 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 Effectand neither LECG nor its Subsidiaries are liable for any arrearage, or any costs or penalties for failure to comply with any of the foregoing. Without limiting the generality of the foregoing, Transport and neither LECG nor 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 respectlaw. No material COBRA or other state insurance continuation law violation exists or will exist with respect to any employees of Transport or either LECG and its Subsidiaries prior to and including the Closing Date. Transport and its Subsidiaries have not ever incurredEffective Time, Liabilities, penalties or other charges under nor will any such violation occur as a result of the Workers Adjustment Retraining and Notification Act ("WARN")transactions contemplated hereby. (ce) 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 Transport Each Person whom LECG or its Subsidiaries or otherwise giving rise to any material liability has retained as an independent contractor during the past three years qualifies as an independent contractor and not as an employee of Transport LECG or its Subsidiaries for wrongful discharge, under the Code and all applicable state laws. Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby shall cause LECG or its Subsidiaries to be in breach of contract or tort or any other similar cause at law or in equity.A-15