Common use of Officers, Employees and Independent Contractors Clause in Contracts

Officers, Employees and Independent Contractors. Schedule 4.17 contains a true, correct and complete list of (a) all of the officers of the Seller, specifying their position, annual rate of compensation, date of hire, work location, length of service, hours of service, and employee benefit coverages selected, (b) all of the employees (whether full-time, part-time or otherwise) of the Seller as of the date hereof, specifying their position, annual salary and other compensation, hourly wages, date of hire, work location (i.e., where services are performed), length of service, hours of service, employee benefit coverages selected and their status as active or inactive, (c) all of the independent contractors used by the Seller (including, without limitation, physicians, examiners, and medical assistants) who were paid, in the aggregate, more than $1,000 during calendar year 2009, specifying the name of the independent contractor, type of labour (and specialty, in the case of physicians), fees (including commissions, royalties and bonuses) paid to such independent contractor for the calendar year 2009, and province of primary work location (i.e., where services are performed). All Persons classified by the Seller as independent contractors have been properly classified in accordance with all applicable Laws and no such Person is eligible to participate in any Seller Benefit Plan. To the Knowledge of the Seller, each independent contractor listed on Schedule 4.17 has the requisite License(s) required to provide the services such independent contractor provides the Seller. Neither the Seller nor any Shareholder Party received a claim from any Governmental Entity to the effect that the Seller has improperly classified any Person as an independent contractor, nor to the Knowledge of the Seller has any such claim been threatened. Neither the Seller nor any Shareholder Party has made any written or verbal commitments to any officer, employee, former employee, consultant or independent contractor of the Seller with respect to compensation, promotion, retention, termination, severance or similar matters in connection with the transactions contemplated hereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (ExamWorks Group, Inc.)

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Officers, Employees and Independent Contractors. Schedule 4.17 contains a true, correct and complete list of (a) all of the officers of the Seller, specifying their position, annual rate of compensation, date of hire, work location, length of service, hours of service, and employee benefit coverages selected, (b) all of the employees (whether full-time, part-time or otherwise) of the Seller as of the date hereof, specifying their position, annual salary and other compensation, hourly wages, date of hire, work location (i.e., where services are performed), length of service, hours of service, employee benefit coverages selected and their status as active or inactive, (c) all of the independent contractors used by the Seller (including, without limitation, physicians, examiners, and medical assistants) who were paid, in the aggregate, more than $1,000 during calendar year 2009, specifying the name of the independent contractor, type of labour (and specialty, in the case of physicians), fees (including commissions, royalties and bonuses) paid to such independent contractor for the calendar year 2009, and province of primary work location (i.e., where services are performed). All Persons classified by the Seller as independent contractors have been properly classified in accordance with all applicable Laws and no such Person is eligible to participate in any Seller Benefit Plan. To the Knowledge of the Seller, each independent contractor listed on Schedule 4.17 has the requisite License(s) required to provide the services such independent contractor provides the Seller. Neither the Seller nor any Shareholder Partner Party received a claim from any Governmental Entity to the effect that the Seller has improperly classified any Person as an independent contractor, nor to the Knowledge of the Seller has any such claim been threatened. Neither the Seller nor any Shareholder Partner Party has made any written or verbal commitments to any officer, employee, former employee, consultant or independent contractor of the Seller with respect to compensation, promotion, retention, termination, severance or similar matters in connection with the transactions contemplated hereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (ExamWorks Group, Inc.)

Officers, Employees and Independent Contractors. Schedule 4.17 4.16 contains a true, correct and complete list of (a) all of the officers of the SellerFlint, specifying their position, annual rate of compensation, date of hire, work location, length of service, hours of service, and employee benefit coverages selected, (b) all of the employees (whether full-time, part-time or otherwise) of the Seller Flint as of the date hereof, specifying their position, annual salary and other compensation, hourly wages, date of hire, work location (i.e., where services are performed)location, length of service, hours of service, service and employee benefit coverages selected selected, and their status as active or inactive, (c) all of the independent contractors currently used by the Seller (including, without limitation, physicians, examiners, and medical assistants) who were paid, in the aggregate, more than $1,000 during calendar year 2009Flint, specifying the name of the independent contractor, type of labour (and specialty, in the case of physicians)labor, fees (including commissions, royalties and bonuses) paid to such independent contractor for the calendar year 20092007 and from January 1, and province of primary 2008 through February 29, 2008, work location (i.e., where services are performed)and address. All Persons classified by None of the Seller as current or former independent contractors have been properly classified in accordance with all applicable Laws of Flint could be reclassified as an employee and no employee classified as "exempt" from overtime requirements could be reclassified as non-exempt. No such Person is eligible to participate in any Seller Flint Benefit PlanPlan or would be eligible to participate if Flint's classification of such Person as an independent contractor is subsequently determined to be incorrect. To the Knowledge of the Seller, each Each independent contractor listed on Schedule 4.17 4.16 has the requisite License(s) License required to provide the services such independent contractor provides the SellerFlint, as applicable. Neither Flint nor the Seller nor any Shareholder Party Parent have received a claim from any Governmental Entity to the effect that the Seller Flint has improperly classified any Person as an independent contractor, nor to the Knowledge of the Seller Flint has any such claim been threatened. Neither Flint nor the Seller nor any Shareholder Party has Parent have made any written or verbal commitments to any officer, employee, former employee, consultant or independent contractor of the Seller Flint with respect to compensation, promotion, retention, termination, severance or similar matters in connection with the transactions contemplated herebyhereby or otherwise.

Appears in 1 contract

Samples: Contribution Agreement (Semotus Solutions Inc)

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Officers, Employees and Independent Contractors. Schedule 4.17 4.18 contains a true, correct and complete list of (a) all of the officers of the Seller, specifying their position, annual rate of compensation, date of hire, work location, length of service, hours of service, and employee benefit coverages selected, (b) all of the employees (whether full-time, part-time or otherwise) of the Seller Sellers as of the date hereof, specifying their position, annual salary and other compensation, hourly wages, date of hire, work location (i.e., where services are performed), length of service, hours of service, union representation or affiliation and employee benefit coverages selected and their status as active or inactive, (cb) all of the independent contractors used by the Seller (includingSellers, without limitation, physicians, examiners, and medical assistants) who were paid, compensated in excess of $600 during the aggregate, more than $1,000 during calendar year 2009previous year, specifying the name of the independent contractor, type of labour (and specialty, in the case of physicians)labor, fees (including commissions, royalties and bonuses) paid to such independent contractor for the calendar year 2009from January 1, and province of primary 2014 through December 31, 2014, work location (i.e., where services are performed)) and address. All Persons classified by the Seller Sellers as independent contractors have been properly classified in accordance with all applicable Laws and no such Person is eligible to participate in any Seller Benefit Plan. To the Knowledge of the SellerPlan or would, each independent contractor listed on Schedule 4.17 has the requisite License(s) required to provide the services such independent contractor provides the Seller. Neither the Seller nor any Shareholder Party received a claim from any Governmental Entity to the effect that the Seller has improperly classified any Person as an independent contractor, nor to the Knowledge of the Seller has any Sellers and/or the Shareholders, be eligible to participate if the Sellers’ classification of such claim been threatenedPerson as an independent contractor is subsequently determined to be incorrect. Neither Except as set forth on Schedule 4.18, the Seller nor any Shareholder Party has Sellers have not made any written or verbal commitments to any officer, employee, former employee, consultant or independent contractor of the any Seller with respect to compensation, promotion, retention, termination, severance or similar matters in connection with the transactions contemplated hereby. The Sellers have delivered to the Purchaser true, correct and complete copies of each employee handbook applicable to employees of the Sellers.

Appears in 1 contract

Samples: Asset Purchase Agreement (CSW Industrials, Inc.)

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