Employees and Others Sample Clauses

Employees and Others. (a) A summary of the following information has been provided to Purchaser:
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Employees and Others. SCHEDULE 5.2(37) contains a true, accurate and complete list of the names of all individuals who are Employees or sales or other agents or representatives or independent contractors of DevCo specifying:
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Employees and Others. (a) Schedule 5.2(36) of the Disclosure Letter contains a true, accurate and complete list of the names of all individuals who are Employees or sales or other agents or representatives or independent contractors of the Subsidiaries specifying with respect to non-unionized Employees, sales or other agents or representatives and independent contractors, the length of service, age, title, rate of salary, commission structure, vacation entitlement and accrual for each such Employee, agent, representative or independent contractor and whether or not such Employee, agent, representative or independent contractor is absent for any reason such as lay off, leave of absence, salary, insurance or workers’ compensation.
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Employees and Others. Notwithstanding Section 1, Recipient may disclose Proprietary Information to: (i) its employees as necessary for the purposes noted above; (ii) employees, agents or representatives of AT&T and WORLDSPAN; or (iii) other persons (including counsel, consultants, landlords and facilities managers) in need of access to such information for the purposes specifically noted above. Recipient shall require the execution of a confidentiality agreement in a form substantially similar to this Agreement by any person or entity receiving any Proprietary Information.
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Employees and Others. Section 2.10(a) of the Disclosure Schedule contains a list of all employees of the Company (the "Company Employees"), along with their respective positions and annual or other rates of compensation. Section 2.10(b) of the Disclosure Schedule contains a list of all employees of the Seller or any Subsidiary of the Seller whose primary responsibility is to provide services to the Company or otherwise participate in or contribute to the business of the Company as presently conducted or proposed to be conducted (the "Deemed Company Employees" and, together with the Company Employees, the "Employees"). Each Employee, and each consultant or contractor of the Company or the Seller who has provided any substantive intellectual property service with respect to any Company IP Assets (defined in Section 2.17) or Seller Transferred IP Assets (as defined in Section 2.17) (each, a "Contractor"), has entered into a confidentiality and assignment of inventions agreement with the Company or the Seller, a copy of the form of which has previously been delivered to the Buyer. Section 2.10(c) of the Disclosure Schedule lists all Employees and all current Contractors. No Employee or group of Employees has provided the Company with written notice which indicates his or her intent to terminate employment with the Company, the Seller or any of its Subsidiaries, as the case may be, other than the Unrestricted Employees (as hereinafter defined), as to which no representation or warranty is made, and other than such as individually or in the aggregate would not have a material adverse effect on the Business Condition of the Company. The Company is not a party to or bound by any collective bargaining agreement, and has not experienced any strikes, grievances, claims of unfair labor practices or other collective bargaining disputes. Neither the Seller nor the Company is aware of any organizational effort being made or threatened, either currently or within the past two years, by or on behalf of any labor union with respect to any of the Employees. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any payment (including, without limitation, severance, unemployment compensation, parachute payment, bonus or otherwise) becoming due from the Company under any Plan (as hereinafter defined), agreement or otherwise, to any director of the Company or Employee, (ii) materially increase any benefits otherwise payabl...
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Employees and Others. The Corporation does not employ any Persons as employees of the Corporation in any capacity, whether full-time, part-time, salaried, hourly, unionized or non-unionized. The Corporation is not a party to or bound by any Contract relating to any employee plan of any nature whatsoever.
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Employees and Others. The Receiving Party agrees to require its employees, representatives and agents, and others who have access to the Confidential Information, to agree in writing to safeguard the Confidential Information according to the terms of this Section 8. Any breach of the provisions of this Section 8 by any such person shall be deemed a breach hereunder by the Receiving Party, and the Receiving Party shall be liable therefor.
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Employees and Others. Schedule 5.2(39) contains a true, accurate and complete list of the names of all individuals who are Employees of the Group Members specifying with respect to each Employee, the Group Member that he or she is employed by, the length of service, age, title, rate of salary, commission structure, vacation entitlement and accrual for each such Employee and whether or not the Employee is absent for any reason such as lay off, leave or absence, salary, insurance or workers’ compensation. No notice has been received by any Group Member of any complaint filed by any of the Employees against a Group Member instituting a proceeding or claiming that the Group Member has violated the Employment Standards Act (British Columbia) or the Human Rights Code (British Columbia) (or any applicable employee or human rights or similar legislation in the other jurisdictions in which the Business is conducted or the Group Members operate) or of any complaints or proceedings of any kind involving any Group Member or, to the knowledge of the Vendors’ Representative, any of the Employees before any labour relations board, except as disclosed in Schedule 5.2(39). There are no outstanding orders or charges against the Group Members under the Workers Compensation Act (British Columbia) (or any applicable health and safety legislation in the other jurisdictions in which the Business is conducted). All levies, assessments and penalties made against any of the Group Members pursuant to the Workers Compensation Act (British Columbia) and any applicable workers’ compensation legislation in the other jurisdictions in which the Business is conducted) have been paid by the Group Member and the Group Member has not been reassessed under any such legislation during the past three years. The Group Members’ current personnel are sufficient to operate the Business on the basis that it has historically been operated.
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Related to Employees and Others

  • Executive and Other Committees The Trustees by vote of a majority of all the Trustees may elect from their own number an Executive Committee to consist of not less than two members to hold office at the pleasure of the Trustees, which shall have the power to conduct the current and ordinary business of the Trust while the Trustees are not in session, including the purchase and sale of securities and the designation of securities to be delivered upon redemption of Shares of the Trust or a Series thereof, and such other powers of the Trustees as the Trustees may delegate to them, from time to time, except those powers which by law, the Declaration of Trust or these By-Laws they are prohibited from delegating. The Trustees may also elect from their own number other Committees from time to time; the number composing such Committees, the powers conferred upon the same (subject to the same limitations as with respect to the Executive Committee) and the term of membership on such Committees to be determined by the Trustees. The Trustees may designate a Chairman of any such Committee. In the absence of such designation the Committee may elect its own Chairman.

  • Brokers and Other Advisors No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the Transactions based upon arrangements made by or on behalf of Parent or any of its Subsidiaries except for Persons, if any, whose fees and expenses shall be paid by Parent.

  • Utilities and Other Services 4.4.1 The Tenant shall arrange, at its own cost and expense, for the installation, connection and supply of all utilities and any other services required by it at or in relation to the Premises.

  • Broker's and Other Fees Neither the Purchaser nor any of its ----------------------- directors or officers has employed any broker or finder or incurred any liability for any broker's or finder's fees or commissions in connection with any of the transactions contemplated by this Agreement.

  • Improper and Other Payments (a) Neither the Company, any director, officer, employee thereof, nor any agent or representative of the Company nor any person acting on behalf of any of them, has made, paid or received any unlawful bribes, kickbacks or other similar payments to or from any person or authority, (b) no contributions have been made, directly or indirectly, by the Company to a domestic or foreign political party or candidate; and (c) the internal accounting controls of the Company are believed by the Company’s management to be adequate to detect any of the foregoing under current circumstances.

  • Impositions and Other Claims Each Borrower shall pay and discharge, or cause to be paid and discharged, all taxes, assessments and governmental charges levied upon it, its income and its assets and the Properties prior to delinquency, as well as all lawful claims for labor, materials and supplies or otherwise, subject to any rights to contest contained in the definition of Permitted Encumbrances. Each Borrower shall file or cause to be filed all federal, state and local tax returns and other reports that it or its subsidiaries are required by law to file. If any law or regulation applicable to Lender, any Note, any of the Mortgage Loan Collateral Properties or any of the Mortgages is enacted that deducts from the value of property for the purpose of taxation any Lien thereon, or imposes upon Lender the payment of the whole or any portion of the taxes or assessments or charges or Liens required by this Agreement to be paid by Borrower, or changes in any way the laws or regulations relating to the taxation of mortgages or security agreements or debts secured by mortgages or security agreements or the interest of the mortgagee or secured party in the property covered thereby, or the manner of collection of such taxes, so as to affect any of the Mortgages, the Indebtedness or Lender, then Borrower, upon demand by Lender, shall pay such taxes, assessments, charges or Liens, or reimburse Lender for any amounts paid by Lender. If in the opinion of Lender’s counsel it might be unlawful to require Borrower to make such payment or the making of such payment might result in the imposition of interest beyond the maximum amount permitted by applicable Law, Lender may elect to declare all of the Indebtedness to be due and payable 90 days from the giving of written notice by Lender to Borrower.

  • Solicitation of Employees, Consultants and Other Parties I agree that during the term of my Relationship with the Company, and for a period of twenty-four months immediately following the termination of my Relationship with the Company for any reason, whether with or without cause, I shall not either directly or indirectly solicit, induce, recruit or encourage any of the Company’s employees or consultants to terminate their relationship with the Company, or attempt to solicit, induce, recruit, encourage or take away employees or consultants of the Company, either for myself or for any other person or entity. Further, during my Relationship with the Company and at any time following termination of my Relationship with the Company for any reason, with or without cause, I shall not use any information rising to the level of a trade secret of the Company: (i) to attempt to negatively influence any of the Company’s clients or customers from purchasing Company products or services; (ii) to solicit or influence or attempt to influence any client, customer or other person either directly or indirectly; or, (iii) to direct any of the Company’s clients or customers to purchase products and/or services – from any person, firm, corporation, institution or other entity in competition with the business of the Company.

  • Vacation and Other Leave During the Period of Employment, the Executive shall accrue and be entitled to take paid vacation in accordance with the Company’s vacation policies in effect from time to time, including the Company’s policies regarding vacation accruals; provided that the Executive’s rate of vacation accrual during the Period of Employment shall be no less than three (3) weeks per year. The Executive shall also be entitled to all other holiday and leave pay generally available to other executives of the Company.

  • Regulatory and Other Matters (a) The parties shall, and shall cause their respective Subsidiaries to, cooperate with each other and use their respective commercially reasonable efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings with any Third Party or Governmental Entity and to take any further actions reasonably requested by the other party to obtain as promptly as practicable the Required Approvals and other consents required to be obtained in connection with the Merger and the other transactions contemplated by this Agreement. MCC and SIC shall have the right to review in advance, and, to the extent practicable, each will consult with the other on, in each case subject to Applicable Laws relating to the confidentiality of information, all information relating to MCC or SIC, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to, any Third Party or any Governmental Entity in connection with obtaining the Required Approvals. In exercising the foregoing right, each of the parties shall act reasonably and as promptly as reasonably practicable. The parties shall consult with each other with respect to the obtaining of the Required Approvals and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. 45

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