Employees and Others. (a) A summary of the following information has been provided to Purchaser:
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.
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...
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.
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:
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.
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.
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.
