Common use of Officers and Employees Clause in Contracts

Officers and Employees. Schedule 4.13(a) contains a true, correct and complete list of (a) all of the officers of the Seller, specifying their position, annual rate of compensation, work location, length of service, and any other non-standard benefits provided to each of them and (b) all of the employees (whether full-time, part-time or otherwise) and individual independent contractors of the Seller, specifying their position, status, annual salary, hourly wages, work location, length of service, other non-standard benefits provided to each of them, consulting or other independent contractor fees, together with an appropriate notation next to the name of any officer or other employee on such list who is subject to any Employment Agreement or any other Contract (other than a standard offer letter) describing the terms or conditions of employment of such employee or of the rendering of services by such individual independent contractor. All of the officers, employees and individual independent contractors of the Seller required to be disclosed on Schedule 4.13(a) are legally eligible for their employment or contracting services under applicable Law and Seller is in compliance with all applicable Laws pertaining to immigration and work authorization. Except as set forth on Schedule 4.13(b), the Seller is not a party to or bound by any Employment Agreement or any other Contract with respect to the terms or conditions of employment of any Person. The Seller has provided (or made available) to the Purchaser true, correct and complete copies of each Employment Agreement to which Seller is a party, or by which it is otherwise bound. Each such Employment Agreement is legal, valid, binding and enforceable in accordance with its terms with respect to the Seller, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally, and by general equitable principles. There is no existing default or breach of Seller under any Employment Agreement (or event or condition that, with notice or lapse of time or both could constitute a default or breach) and, to the Seller’s Knowledge, there is no such default (or event or condition that, with notice or lapse of time or both, could constitute a default or breach) with respect to any third party to any Employment Agreement. The Seller has not received a claim from any Governmental Entity to the effect that Seller has improperly classified any Person listed on Schedule 4.13(a). Except as set forth in Schedule 4.13(c), the Seller has not made any verbal commitments to any officer, employee, former employee, consultant or independent contractor of Seller or any other Person with respect to compensation, promotion, retention, termination, severance or similar matters in connection with the transactions contemplated hereby. Except as indicated on Schedule 4.13(d), all officers, employees and individual independent contractors of Seller are active on the date hereof.

Officers and Employees. Schedule 4.13(a4.15(a) contains a true, correct and complete list of (a) all of the officers of the each Seller, specifying their position, annual rate of compensation, work location, length of service, and any other non-standard benefits provided to each of them them, respectively, and (b) all of the employees (whether full-time, part-time or otherwise) and individual independent contractors of each Seller as of the Sellerdate hereof, specifying their position, status, annual salary, hourly wages, work location, length of service, other non-standard benefits provided to each of them, respectively, consulting or other independent contractor fees, together with an appropriate notation next to the name of any officer or other employee on such list who is subject to any written Employment Agreement or any other Contract (written term sheet or other than a standard offer letter) document describing the terms or conditions of employment of such employee or independent contractor or of the rendering of services by such individual independent contractor. All of the officers, employees and individual independent contractors of the Seller required to be disclosed on Schedule 4.13(a) are legally eligible for their employment or contracting services under applicable Law and Seller is in compliance with all applicable Laws pertaining to immigration and work authorization. Except as set forth on Schedule 4.13(b4.15(b), the no Seller is not a party to or bound by any Employment Agreement or any other Contract written term sheet or other document with respect to the terms or conditions of employment of any Person. The Seller Parent has provided (or made available) to the Purchaser Parent true, correct and complete copies of each Employment Agreement to which any Seller is a party, or by which it any of them is otherwise bound. Each such Employment Agreement is legal, valid, binding and enforceable in accordance with its respective terms with respect to the any Seller, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally, and by general equitable principlesas applicable. There is no existing default or breach of Seller any Seller, as applicable, under any Employment Agreement (or event or condition that, with notice or lapse of time or both could constitute a default or breach) and, to the Seller’s Sellers’ Knowledge, there is no such default (or event or condition that, with notice or lapse of time or both, could constitute a default or breach) with respect to any third party to any Employment Agreement. The No Seller has not received a claim from any Governmental Entity to the effect that any Seller has improperly classified as an independent contractor any Person listed on Schedule 4.13(a4.15(a). Except as set forth in Schedule 4.13(c), the No Seller has not made any verbal commitments to any officer, employee, former employee, consultant or independent contractor of any Seller or any other Person with respect to compensation, promotion, retention, termination, severance or similar matters in connection with the transactions contemplated herebyhereby or otherwise. Except as indicated on Schedule 4.13(d4.15(c), all officers, employees and individual independent contractors of each Seller are active on the date hereof.

Officers and Employees. Schedule 4.13(a) contains a true, correct and complete list of (a) all of the officers of the Seller, specifying their position, annual rate of compensation, work location, length of service, and any other non-standard benefits provided to each of them and (b) all of the employees (whether full-time, part-time or otherwise) and individual independent contractors of the Seller, specifying their position, status, annual salary, hourly wages, work location, length of service, other non-standard benefits provided to each of them, consulting or other independent contractor fees, together with an appropriate notation next to the name of any officer or other employee on such list who is subject to any Employment Agreement or any other Contract (other than a standard offer letter) describing the terms or conditions of employment of such employee or of the rendering of services by such individual independent contractor. All of the officers, employees and individual independent contractors of the Seller required to be disclosed on Schedule 4.13(a) are legally eligible for their employment or contracting services under applicable Law and Seller is in compliance with all applicable Laws pertaining to immigration and work authorization. Except as set forth on Schedule 4.13(b)4.16, neither the Seller Company nor any of its Subsidiaries is not a party to or bound by any Employment Agreement or any other Contract with respect to the terms or conditions of employment of any PersonAgreement. The Seller has Goldsboro Parties have provided (or made available) to the Purchaser true, correct and complete copies of each Employment Agreement to which Seller the Company or any of its Subsidiaries is a party, or by which it any of them is otherwise bound. Each such Employment Agreement is legalTo the Knowledge of the Goldsboro Parties, valid, binding and enforceable in accordance with its terms with respect to the Seller, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally, and by general equitable principles. There there is no existing default or breach of Seller the Company or any of its Subsidiaries, as applicable, under any Employment Agreement (or event or condition that, with notice or lapse of time or both could constitute a default or breach) and), to the Seller’s Knowledge, and there is no such default (or event or condition that, with notice or lapse of time or both, could constitute a default or breach) with respect to any third party to any Employment Agreement. The Seller Except as set forth on Schedule 4.12, neither the Company nor any of its Subsidiaries nor any Goldsboro Party has not received a claim from any Governmental Entity to the effect that Seller the Company or any of its Subsidiaries has improperly classified any Person listed on Schedule 4.13(a)person (a) as an independent contractor or (b) as "exempt" or "non-exempt" under the FLSA. Except as set forth in on Schedule 4.13(c)4.16, the Seller no Goldsboro Party has not made any verbal commitments to any officer, employee, former employee, consultant or independent contractor of Seller the Company or any other Person of its Subsidiaries with respect to compensation, promotion, retention, termination, severance or similar matters in connection with the transactions contemplated herebyhereby or otherwise. Except The retention and severance agreements entered into by Xxxxxxx with certain employees of the Company as indicated described on Schedule 4.13(d), all officers, employees 4.16 shall be assumed and individual independent contractors paid by the Company in accordance with the terms of Seller are active on the date hereofthose agreements.

Officers and Employees. Schedule 4.13(a) contains a true, correct and complete list of (a) all of the officers of the SellerCompany and each Subsidiary, specifying their position, annual rate of compensation, work location, length of service, and any other non-standard benefits provided to each of them them, respectively and (b) all of the employees (whether full-time, part-time or otherwise) and individual independent contractors of the SellerCompany and each Subsidiary as of the date hereof, specifying their position, status, annual salary, hourly wages, work location, length of service, other non-standard benefits provided to each of them, respectively, consulting or other independent contractor fees, together with an appropriate notation next to the name of any officer or other employee on such list who is subject to any written Employment Agreement or any other Contract (written term sheet or other than a standard offer letter) document describing the terms or conditions of employment of such employee or independent contractor or of the rendering of services by such individual independent contractor. All of the officers, employees and individual independent contractors of the Seller required to be disclosed on Schedule 4.13(a) are legally eligible for their employment or contracting services under applicable Law and Seller is in compliance with all applicable Laws pertaining to immigration and work authorization. Except as set forth on Schedule 4.13(b), neither the Seller Company nor any Subsidiary is not a party to or bound by any Employment Agreement or any other Contract with respect to the terms or conditions of employment of any PersonAgreement. The Seller Shareholder has provided (or made available) to the Purchaser true, correct and complete copies of each Employment Agreement to which Seller the Company or any Subsidiary is a party, or by which it any of them is otherwise bound. Each such Employment Agreement is legal, valid, binding and enforceable in accordance with its respective terms with respect to the SellerCompany or any Subsidiary, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally, and by general equitable principlesas applicable. There is no existing default or breach of Seller the Company or any Subsidiary, as applicable, under any Employment Agreement (or event or condition that, with notice or lapse of time or both could constitute a default or breach) and, to the Seller’s KnowledgeKnowledge of the Company, there is no such default (or event or condition that, with notice or lapse of time or both, could constitute a default or breach) with respect to any third party to any Employment Agreement. The Seller To the Knowledge of the Company, no officer, senior executive, or key employee of the Company or any Subsidiary is a party to any confidentiality, non-competition, proprietary rights or other such agreement between such employee and any Person besides the Company and its Subsidiaries that would be material to the performance of such employee’s employment duties or the ability of the Purchaser to conduct the Business after the Closing. Neither the Company, any Subsidiary nor the Shareholder has not received a claim from any Governmental Entity to the effect that Seller the Company or any Subsidiary has improperly classified as an independent contractor any Person listed named on Schedule 4.13(a). Except as set forth in Schedule 4.13(c)Neither the Company, any Subsidiary nor the Seller Shareholder has not made any verbal commitments to any officer, employee, former employee, consultant or independent contractor of Seller the Company or any other Person Subsidiary with respect to compensation, promotion, retention, termination, severance or similar matters in connection with the transactions contemplated herebyhereby or otherwise. Except as indicated on Schedule 4.13(d), all officers, officers and employees of the Company and individual independent contractors of Seller each Subsidiary are active on the date hereof. The Company and each Subsidiary is and has been in compliance with all applicable Laws pertaining to employment and employment practices, including all Laws relating to labor relations, equal employment opportunity, immigration, wages and hours, child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence and unemployment insurance. All individuals characterized and treated by the Company and each Subsidiary as consultants or independent contractors are properly treated as independent contractors under all applicable Laws. All employees of the Company and each Subsidiary that are classified as exempt under the federal Fair Labor Standards Act and applicable state and local Laws are properly classified under all applicable Laws.

Officers and Employees. Schedule 4.13(a) 4.14 contains a true, correct and complete list of (a) all of the officers of the Seller, specifying their position, annual rate of compensation, work location, length of service, and any other non-standard benefits provided to each of them them, respectively and (b) all of the employees (whether full-time, part-time or otherwise) and individual independent contractors of the SellerSeller as of the date of this Agreement, specifying their position, status, annual salary, hourly wages, work location, length of service, other non-standard benefits provided to each of them, respectively, consulting or other independent contractor fees, together with an appropriate notation next to the name of any officer or other employee on such list who is subject to any written Employment Agreement or any other Contract (written term sheet or other than a standard offer letter) document describing the terms or conditions of employment of such employee or independent contractor or of the rendering of services by such individual independent contractor. All of the officers, employees and individual independent contractors of the Seller required to be disclosed on Schedule 4.13(a) are legally eligible for their employment or contracting services under applicable Law and Seller is in compliance with all applicable Laws pertaining to immigration and work authorization. Except as set forth on Schedule 4.13(b)4.14, the Seller is not a party to or bound by any Employment Agreement or any other Contract with respect to the terms or conditions of employment of any PersonAgreement. The Seller has provided (or made available) available to the Purchaser true, correct and complete copies of each Employment Agreement to which the Seller is a party, or by which it any of them is otherwise bound. Each such Employment Agreement is legal, valid, binding and enforceable in accordance with its respective terms with respect to the Seller, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally, and by general equitable principles. There is no existing default or breach of the Seller under any Employment Agreement (or event or condition that, with notice or lapse of time or both could constitute a default or breach) and, to the Seller’s Knowledge, and there is no such default (or event or condition that, with notice or lapse of time or both, could constitute a default or breach) with respect to any third party to any Employment Agreement. The Seller has not received a claim misclassified any individual as (i) an independent contractor or employee leased from any Governmental Entity to the effect that Seller has improperly classified any Person listed on Schedule 4.13(a)another employer, rather than as an employee, or (ii) an employee exempt from state, federal, provincial or other applicable overtime regulations. Except as set forth in Schedule 4.13(c), All officers and employees of the Seller are active as of the date of this Agreement. Neither the Seller nor any Controlling Stockholder has not made any verbal commitments to any officer, employee, former employee, consultant or independent contractor of the Seller or any other Person with respect to compensation, promotion, retention, termination, severance or similar matters in connection with the transactions contemplated herebyhereby or otherwise. Except To the Knowledge of the Seller, no employee or independent contractor has notified the Seller that such employee or independent contractor intends to resign or retire as indicated on Schedule 4.13(d), all officers, employees and individual independent contractors a result of Seller are active on the date hereoftransactions contemplated by this Agreement or otherwise within one year after the Closing Date.