574 Employees and Independent Contractors Clause Examples for Any Agreement

Employees and Independent Contractors. (a) Each Seller has delivered to Buyer a complete and correct list of all current employees of such Seller and all independent contractors used by such Seller in the prior twelve (12) months in connection with the Business or the Railway, including with respect to each such employee: (1) name, (2) hire date, (3) current job title, (4) actual base salary, bonus, commission or other remuneration paid during 2009, (5) 2010 base salary level and 2010 target bonus, and (6) identification of any increase in compensation, bonus, incentive, or service award or any grant of any severance or termination pay or any other increase in benefits or any commitment to do any of the foregoing since January 1, 2010. Seller has delivered to Buyer complete and correct copies of (i) all existing severance, accrued vacation or other leave agreements or policies, (ii) all employee trade secret, non-compete, non-disclosure and invention assignment agreements and (iii) all manuals and handbooks applicable to any current or former director, manager, officer, employee or consultant of the Business or the Railway. (b) Neither Seller is a party to or bound by any collective bargaining agreement or other contract with any labor organization with respect to the Business or the Railway, nor has it experienced (nor, to Sellers’ Knowledge, has it been threatened with) any strike, slow down, work stoppage or material grievance, claim of unfair labor practices, or other collective bargaining dispute within the past three (3) years with respect to the Business or the Railway. Neither Seller has committed any material unfair labor practice. To Sellers’ Knowledge, no organizational effort is presently being made or threatened by or on behalf of any labor union with respect to employees of either Seller. To Sellers’ Knowledge, each Seller has paid in full to all of its employees and consultants of the Business and the Railway all wages, salaries, commissions, bonuses, benefits, fees and other compensation due and payable to such employees and consultants, as applicable. (c) To Sellers’ Knowledge, all individuals who have performed services for each Seller with respect to the Business or the Railway or who otherwise have claims for compensation from Seller with respect to the Business or the Railway have been properly classified as an employee or an independent contractor pursuant to all applicable laws, rules and regulations including, but not limited to, the Code and ERISA.

Employees and Independent Contractors. Schedule 3.13 is a list of all of the employees with annual compensation in excess of $100,000 of the Acquired Companies and (a) their titles or responsibilities; (b) their social security numbers; (c) their dates of hire;

Employees and Independent Contractors. (a) The Transferee will, effective as of the Employee Transfer Date and on terms and conditions (including remuneration and benefits, if any) which in the aggregate are similar to those which they presently enjoy, (i) employ from and after such time the Employees and (ii) retain from and after the Employee Transfer Date the Independent Contractors. (b) The Transferee will recognize, to the extent previously recognized by the TD Transferor, accrued vacation, and other similar entitlements of Employees and the past service of the Employees with the TD Transferor and any prior service for which the TD Transferor has given the Employees service credit for all purposes, including eligibility to participate and extent of participation in all benefit plans and entitlement to notice of termination of employment or pay in lieu thereof or severance pay. (c) The Transferee will indemnify and save harmless the Transferor Indemnified Parties against any Losses and Liabilities arising from or relating to: (i) the employment by the TD Transferor or Transferee of an Employee or termination thereof by the TD Transferor or Transferee, except that the TD Transferor shall bear any termination costs owing as a direct result of the transfer of the Service Operations, other than those termination costs attributable to an Employee's refusal to accept employment with the Transferee; or (ii) the retainer by TD Transferor or the Transferee of an Independent Contractor or termination of that retainer by TD Transferor or the Transferee.

Employees and Independent Contractors. Schedule 4.14 contains a true and complete list of all of the Business Employees (whether full-time, part-time or otherwise) and all of the Independent Contractors, in each case as of the date hereof, specifying their position, status, annual salary, hourly wages or consulting or other independent contractor fees, as applicable, date of hire (or entry into an independent contractor agreement), work location, length of service, hours of service, respectively, together with a notation next to the name of any employee or independent contractor on such list who is subject to any written Employment Agreement aside from the CBAs. The Sellers have provided to the Purchaser true, correct and complete copies of each such Employment Agreement. To the Sellers’ Knowledge, except as set forth in the Employment Agreements or the CBAs, neither Seller nor any of their respective Affiliates has made a binding commitment (written or otherwise) to any Business Employee or Independent Contractor with respect to compensation, promotion, retention, termination, or severance in connection with the transaction contemplated by this Agreement. Neither Seller has received a pending claim from any Governmental Entity to the effect that such Seller has improperly classified as an independent contractor any Person named as an Independent Contractor on Schedule 4.14. Unless otherwise indicated on Schedule 4.14, and except in connection with the JCO RIF, as of the date hereof, no Business Employee or Independent Contractor has given written notice, or has been given notice by either Seller or any of its respective Affiliates, of an intent to terminate his or her employment or independent contractor relationship with either Seller or any of its respective Affiliates. The records of the Sellers accurately reflect employment histories of all Business Employees, including their hours of service, and all such data is maintained in a usable form.

Employees and Independent Contractors. The Selling Parties have provided the Buyer prior to the Closing Date with a true and correct list including the name, salary or compensation (including without limitation all commission, override or bonus arrangements), vacation and sick leave policies or other benefits, job description and original employment or contract date of all current employees and independent contractors of the Business based upon the most recently processed information, and the accrued and/or earned vacation time of all employees and, to the best of the Selling Parties' knowledge, the dates and information concerning any previous salary or compensation change or adjustment and the reasons therefor for each such current employee.

Employees and Independent Contractors. Manager shall be responsible for its employees and shall use reasonable care in selecting and supervising independent contractors. All matters pertaining to the employment, supervision, compensation, promotion, and discharge of Manager’s employees are the responsibility of Manager, and Manager shall be liable to such employees for their compensation (in whatever form or amount such compensation may be). Owner shall never be the employer of such employees, nor shall Owner ever be directly responsible for their compensation. Manager shall comply with all applicable laws and regulations relating to workmen’s compensation, social security, unemployment insurance, hours of labor, wages, working conditions, and other employer-employee related matters. Manager shall be responsible for negotiating the terms of contracts with and overseeing the performance of contractors.

Employees and Independent Contractors. 3.15.1 Schedule 3.15 contains an accurate and complete list of all of the employees of each of the AlphaCare Companies (by Entity) (including any employee of the AlphaCare Companies who is on a leave of absence or on layoff status) and (i) their titles or responsibilities; (ii) their social security numbers and principal residence address; (iii) their dates of hire; (iv) their current salaries or wages and all bonuses, commissions and incentives paid at any time during the past twelve months; (v) their last compensation changes and the dates on which such changes were made; and (vi) any specific bonus, commission or incentive plans or agreements for or with them. 3.15.2 Schedule 3.15 also contains an accurate and complete list of all sales representatives, independent contractors and xxxxxx parents engaged by each of the AlphaCare Companies and (i) their tax identification numbers and state or country of residence; (ii) their payment arrangements; and (iii) a brief description of their jobs or projects currently in progress. 3.15.3 Except as limited by the specific and express terms of any employment Contracts listed on Schedule 3.15 and except for any limitations of general application which may be imposed under applicable employment Laws, each of the AlphaCare Companies has the right to terminate the employment of each of its employees at will and to terminate the engagement of any of its independent contractors without payment to such employee or independent contractor other than for services rendered through termination and without incurring any penalty or liability other than liability for severance pay in accordance with such company’s disclosed severance pay policy. 3.15.4 Each of the AlphaCare Companies is in compliance in all material respects with all Laws relating to employment practices. Each of the AlphaCare Companies has delivered to Buyer accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy statements and other materials relating to the employment of the current and former employees of each of the AlphaCare Companies. 3.15.5 None of the AlphaCare Companies have been a party to or bound by any union or collective bargaining Contract, nor is any such Contract currently in effect or being negotiated by or on behalf of any of the AlphaCare Companies, nor have any of the AlphaCare Companies been the target of a union organization drive. 3.15.6 Except as set forth on Schedule 3.15, since the respective F...

Employees and Independent Contractors. (a) There are no independent contractors that currently work exclusively at or for the Restaurants. Schedule 3.15 hereof sets forth the names and current compensation (broken down by category, e.g., salary, bonus, commission) of all employees who currently work exclusively at or for the Restaurants (collectively, the “Restaurant Personnel”). Except as set forth on Schedule 3.15, no Restaurant Personnel is a party to any employment agreement with the Seller Group. Except as set forth on Schedule 3.15, the Seller Group is not a party to any Contract or legally binding policy or practice that requires it to pay termination or severance pay to any Restaurant Personnel. (b) Except as set forth on Schedule 3.15, (i) Seller Group is not delinquent in payments to any Restaurant Personnel for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them to date or amounts required to be reimbursed to such employees, and upon termination of the employment of any such employees, the Purchaser will not by reason of anything done by Seller Group prior to the Closing be liable to any Restaurant Personnel for severance pay or any other payment obligations of Seller Group to Restaurant Personnel arising prior to the Closing, (ii) there is no employment or wage and hour claim pending or, to the knowledge of the Seller Group, threatened against or involving the Restaurants, (iii) there is no claim with the U.S. Equal Employment Opportunity Commission or similar Governmental Entity pending or, to the knowledge of such Seller Group, threatened against or involving the Restaurants, (iv) there is no unfair labor practice complaint against the Seller Group pending before the National Labor Relations Board or any other Governmental Entity relating to labor practices at the Restaurants, (v) there is no labor strike, material dispute, slowdown or stoppage actually pending or, to the knowledge of the Seller Group, threatened against or involving the Restaurants, (vi) no labor union currently represents the employees of the Restaurants, and (vii) to the knowledge of the Seller Group, no labor union has taken any action with respect to organizing the employees of the

Employees and Independent Contractors. Except as limited by any written employment or severance Contracts listed in Schedules 5 of Exhibit A and except for any limitations of general application which may be imposed under applicable employment Laws, Seller has the right to terminate the employment of each employee of the Business at will and without incurring any penalty or liability other than Retained Liabilities. Each Seller is in compliance with all Laws respecting employment practices, except where the failure to so comply would not have a Material Adverse Effect.