Employee Matters. To the extent the below representations concern TGOC and/or its employees, such representations are provided to the extent of Seller’s Knowledge.

Employee Matters. Neither Borrower nor any of its Subsidiaries is engaged in any unfair labor practice that could reasonably be expected to result in a Material Adverse Change. There is # no unfair labor practice complaint pending against Borrower or any of its Subsidiaries or, to the Knowledge of Borrower, threatened in writing against any of them before the National Labor Relations Board, and no grievance or arbitration proceeding arising out of or under any collective bargaining agreement that is pending against Borrower or any of its Subsidiaries or, to the Knowledge of Borrower, threatened in writing against any of them, # no strike or work stoppage in existence or, to the Knowledge of Borrower, threatened in writing involving Borrower or any of its Subsidiaries, and # to the Knowledge of Borrower, no union representation question existing with respect to the employees of Borrower or any of its Subsidiaries and, to the Knowledge of Borrower, no union organization activity that is taking place that in each case specified in any of clauses (a), (b) and (c), individually or taken together with any other matter specified in clause (a), (b) or (c), could reasonably be expected to result in a Material Adverse Change.

Subject to any limitations or requirements imposed by Applicable Law, for the 12 months immediately following the Closing Date, or, if earlier, until the termination of their employment or service, Buyer shall cause the Company to provide to those individuals who were actively employed by the Company immediately prior to the Closing Date and who remain actively employed after the Closing Date on a continuous basis (the “Company Employees”), # base salary or hourly wage rates that, on an individual basis, are no less favorable than those provided to Buyer’s or its Affiliates’ similarly situated employees, # annual target cash bonus opportunities (other than equity-based compensation) that, on an individual basis, are no less favorable than the annual target cash bonus opportunities (other than equity-based compensation) available to Buyer’s or its Affiliates’ similarly situated employees, and # employee benefits (other than equity-based compensation) that are substantially comparable in the aggregate to the employee benefits provided to Buyer’s or its Affiliates’ similarly situated employees. Notwithstanding the foregoing, this [Section 10.01(a)] shall not prohibit the Buyer or the Company from reducing the salary, wages or other compensation of any Company Employee if such reduction is contemporaneous with and proportionate to any salary, wage or compensation reduction programs affecting Buyer’s or its Affiliates other similarly-situated employees.

Prior to Closing Date, the Facility Employees and Service Employees may, in the sole discretion of TGOC, continue in the same role as employees of TGOC. Nothing in this Section 4.5 shall affect the right of TGOC to direct the activities of or terminate the employment of any Facility Employee or Service Employee for any reason or at any time. At all times prior to the Closing Date, TGOC shall continue to have the exclusive right to the services of the Facility Employees and Service Employees and shall make any and all employment decisions regarding Facility Employees and Service Employees as it shall deem appropriate. TGOC shall be exclusively responsible for the payment of all wages, provision of all benefits and compliance with all Applicable Laws with respect to the Facility Employees and Service Employees with respect to employment by TGOC or termination by TGOC of employment of any Facility Employees and Service Employees.

Employee Matters. Neither Company nor any of its Subsidiaries is engaged in any unfair labor practice that could reasonably be expected to result in a Material Adverse Effect or liability of Company, any of its Subsidiaries or any of their respective Affiliates in excess of $250,000, individually, or $500,000, in the aggregate for all such practices, in each case during the term of this Agreement. There is # no unfair labor practice complaint pending against Company or any of its Subsidiaries, or to the best knowledge of Company, threatened against any of them before the National Labor Relations Board and no grievance or arbitration proceeding arising out of or under any collective bargaining agreement that is so pending against Company or any of its Subsidiaries or to the best knowledge of Company, threatened against any of them, # no strike or work stoppage in existence or threatened involving Company or any of its Subsidiaries, and # to the best knowledge of Company, no union representation question existing with respect to the employees of Company or any of its Subsidiaries and, to the best knowledge of Company, no union organization activity that is taking place, except (with respect to any matter specified in [clause (a), (b) or (c) above], either individually or in the aggregate) such as is not reasonably likely to have a Material Adverse Effect or result in liabilities in excess of $250,000, individually, or $500,000, in the aggregate for all such liabilities. No Note Party has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar federal or state law that remains unpaid or unsatisfied and could reasonably be expected to result in a Material Adverse Effect or is in excess of $250,000, individually, or $500,000, in the aggregate for all such liabilities.

Unless otherwise agreed among Emmis and Sinclair and except for the individual set forth on [Schedule 4.9], Sinclair shall offer employment to all persons employed by Emmis immediately prior to Closing that either # regularly report to the Stations for work or # whose primary responsibilities and duties relate to operation and management of the Stations, with substantially the same position and base pay as in effect immediately preceding the Closing. Each employee who accepts such offer shall be referred to herein as a “Transferred Employee”). A Transferred Employee shall become an employee of Sinclair as of the “Transfer Date,” which, for each Transferred Employee, shall be the Closing Date, except with respect to any Transferred Employee who is not actively at work as of the Closing Date, in which case the Transfer Date shall be the date that such Transferred Employee returns to work for Sinclair, provided that such return occurs within ninety (90) days after the Closing Date or such later time as may be required by applicable Law.

Each such employee of the Company who continues employment with the Buyer or the Company, or any Affiliate thereof, after the Closing will be a “Continuing Employee” employed at-will. Subject to Section 5.6(c), during the period beginning as of the date hereof and ending no earlier than June 30, 2021, the Buyer shall provide, or shall cause to be provided, each Continuing Employee with # at least the same level of base wages or base salary, as applicable, as were provided to the Continuing Employee immediately prior to the Closing Date; # participation in Buyer’s standard short-term and long-term incentive plans (if any exist) and # employee benefits that are no less favorable in the aggregate than the employee benefits that are provided to similarly-situated employees of the Buyer.

Employee Matters. The consummation of the transactions contemplated by the Loan Documents will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Obligor or any of its Restricted Subsidiaries is bound that individually or in the aggregate would reasonably be expected to have a Material Adverse Effect. No petition for certification or union election is pending or, to the knowledge of any Borrower or any Restricted Subsidiary, threatened with respect to the employees thereof and no union or collective bargaining unit has sought such certification or recognition with respect to the employees of any Borrower or any Restricted Subsidiary that individually or in the aggregate would reasonably be expected to have a Material Adverse Effect. There are no strikes, slowdowns, work stoppages or controversies pending or, to the knowledge of any Borrower, threatened between any Borrower or any Restricted Subsidiary and its respective employees that individually or in the aggregate would reasonably be expected to have a Material Adverse Effect.

At least ten (10) Business Days prior to Closing, Seller shall provide Purchaser a complete and correct list of any changes to [Section 2.5(a)] of Seller Disclosure Schedule based on a date within three (3) Business Days prior to the delivery of such list (as such Section is so revised, the “Closing Date Employees”). Seller acknowledges and agrees that Purchaser may interview and discuss potential employment or contractual engagement with any or all of the Closing Date Employees, provided that Purchaser shall coordinate such interviews and discussions with Seller. Purchaser or its affiliates shall extend offers of employment to at least a majority of the Closing Date Employees, subject to consummation of the Closing and to be effective at the Effective Time. Prior to Closing, Purchaser shall provide Seller with the names of all Closing Date Employees to whom Purchaser or its affiliates have made an offer of employment in accordance with this [Section 4.11] that has been accepted (the “Hired Employees”). Seller shall terminate the employment or engagement, as applicable, of all Hired Employees effective as of the Closing.

There are no controversies pending or threatened between any Loan Party or any of their Subsidiaries and any of its employees, agents or independent contractors other than employee grievances arising in the ordinary course of business which would not, in the aggregate, have a Material Adverse Effect on such Loan Party or Subsidiary, and each Loan Party and each Subsidiary is in compliance with all federal and state laws respecting employment and employment terms, conditions and practices except for such non-compliance which would not have a Material Adverse Effect on such Loan Party or Subsidiary.