Common use of Officers and Employees Clause in Contracts

Officers and Employees. Schedule 4.14 contains a correct and complete list of (a) all of the officers of each member of the Company Group as of the date of this Agreement, specifying their position, annual rate of compensation, primary work location, and length of service, respectively, and (b) all of the employees (whether full-time, part-time or otherwise) of each member of the Company Group as of the date of this Agreement, specifying their position, status (i.e., whether active or on a leave of absence), annual salary or hourly wages, as applicable, primary work location, length of service, date of hire or commencement date, as applicable, consulting fees, classification as exempt or non-exempt under applicable wage and hour Laws, 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. No member of the Company Group is a party to or bound by any Employment Agreement. The Company has provided to Parent correct and complete copies of each Employment Agreement to which any member of the Company Group is a party, or by which 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 applicable member of the Company Group. There is no existing default or breach of any member of the Company Group, as applicable, under any Employment Agreement. No member of the Company Group nor any Stockholder has received a claim from any Governmental Entity to the effect that any member of the Company Group has improperly classified as an independent contractor any Person named on Schedule 4.14. To the Knowledge of the Company, no member of the Company Group nor any Stockholder has made any verbal commitments to any officer, employee, former employee, consultant or independent contractor of any member of the Company Group with respect to compensation, promotion, retention, termination, severance or similar matters in connection with the Transactions or otherwise. All officers and employees of each member of the Company Group are active on the date of this Agreement. No employee of the Company Group is employed by the Company Group outside of the U.S. No management level employee has notified any member of the Company Group that he or she intends to resign or retire as a result of the Transactions or otherwise within one year after the Closing Date.

Officers and Employees. Schedule 4.14 contains a correct and complete list of (a) all of the officers of each member of the Company Group as of the date of this AgreementSeller, specifying their position, annual rate of compensation, primary work location, and length of service, respectivelyand other benefits provided to each of them, respectively and (b) all of the employees (whether full-time, part-time or otherwise) of each member and independent contractors of the Company Group Seller as of the date of this Agreement, specifying their position, status (i.e., whether active or on a leave of absence)status, annual salary or salary, hourly wages, as applicable, primary work location, length of service, date other benefits provided to each of hire or commencement datethem, as applicablerespectively, consulting or other independent contractor fees, classification as exempt or non-exempt under applicable wage and hour Laws, 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. No member Agreement or any other written term sheet or other document describing the terms or conditions of employment of such employee or independent contractor or of the Company Group rendering of services by such independent contractor. Except as set forth on Schedule 4.14, the Seller is not a party to or bound by any Employment Agreement. The Company Seller has provided made available to Parent the Purchaser correct and complete copies of each Employment Agreement to which any member of the Company Group Seller is a party, or by which 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 applicable member of the Company GroupSeller. There is no existing default or breach of the Seller under any member Employment Agreement (or event or condition that, with notice or lapse of the Company Grouptime or both could constitute a default or breach) and there is no such default (or event or condition that, as applicablewith notice or lapse of time or both, under could constitute a default or breach) with respect to any third party to any Employment Agreement. No member of the Company Group nor The Seller has not misclassified any Stockholder has received a claim from any Governmental Entity to the effect that any member of the Company Group has improperly classified individual as (i) an independent contractor any Person named on Schedule 4.14or employee leased from another employer, rather than as an employee, or (ii) an employee exempt from state, federal, provincial or other applicable overtime regulations. To the Knowledge All officers and employees of the Company, no member Seller are active as of the Company Group date of this Agreement. Neither the Seller nor any Controlling Stockholder has made any verbal commitments to any officer, employee, former employee, consultant or independent contractor of any member of the Company Group Seller with respect to compensation, promotion, retention, termination, severance or similar matters in connection with the Transactions transactions contemplated hereby or otherwise. All officers and employees of each member To the Knowledge of the Company Group are active on the date of this Agreement. No Seller, no employee of the Company Group is employed by the Company Group outside of the U.S. No management level employee or independent contractor has notified any member of the Company Group Seller that he such employee or she independent contractor intends to resign or retire as a result of the Transactions transactions contemplated by this Agreement or otherwise within one year after the Closing Date.

Officers and Employees. Schedule 4.14 contains a correct and complete list of (a) all of the officers of each member of the Company Group as of the date of this Agreementand each Subsidiary, specifying their position, annual rate of compensation, primary work location, and length of service, respectivelyand other benefits provided to each of them, respectively and (b) all of the employees (whether full-time, part-time or otherwise) of each member and independent contractors of the Company Group and each Subsidiary as of the date of this Agreementhereof, specifying their position, status (i.e., whether active or on a leave of absence)status, annual salary or salary, hourly wages, as applicable, primary work location, length of service, date other benefits provided to each of hire or commencement datethem, as applicablerespectively, consulting or other independent contractor fees, classification as exempt or non-exempt under applicable wage and hour Laws, 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. No member Agreement or any other written term sheet or other document describing the terms or conditions of employment of such employee or independent contractor or of the rendering of services by such independent contractor. Except as set forth on Schedule , neither the Company Group nor any Subsidiary is a party to or bound by any Employment Agreement. The Company Shareholder has provided to Parent the Purchaser correct and complete copies of each Employment Agreement to which any member of the Company Group or any Subsidiary is a party, or by which 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 applicable member of the Company Groupor any Subsidiary, as applicable. There is no existing default or breach of any member of the Company Groupor 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 Knowledge 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. No member To the Knowledge of the Company, no officer, senior executive, or key employee of the Company Group 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 any Stockholder the Shareholder has received a claim from any Governmental Entity to the effect that any member of the Company Group or any Subsidiary has improperly classified as an independent contractor any Person named on Schedule 4.14. To the Knowledge of Neither the Company, no member of any Subsidiary nor the Company Group nor any Stockholder Shareholder has made any verbal commitments to any officer, employee, former employee, consultant or independent contractor of any member of the Company Group or any Subsidiary with respect to compensation, promotion, retention, termination, severance or similar matters in connection with the Transactions transactions contemplated hereby or otherwise. All Except as indicated on Schedule , all officers and employees of each member of the Company Group and 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 this Agreementemployees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence and unemployment insurance. No employee 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 Group is employed by and each Subsidiary that are classified as exempt under the Company Group outside of the U.S. No management level employee has notified any member of the Company Group that he or she intends to resign or retire as a result of the Transactions or otherwise within one year after the Closing Datefederal Fair Labor Standards Act and applicable state and local Laws are properly classified under all applicable Laws.

Officers and Employees. Except as set forth on Schedule 4.14 contains a correct and complete list of (a) all of the officers of each member of 4.16, neither the Company Group as nor any of the date of this Agreement, specifying their position, annual rate of compensation, primary work location, and length of service, respectively, and (b) all of the employees (whether full-time, part-time or otherwise) of each member of the Company Group as of the date of this Agreement, specifying their position, status (i.e., whether active or on a leave of absence), annual salary or hourly wages, as applicable, primary work location, length of service, date of hire or commencement date, as applicable, consulting fees, classification as exempt or non-exempt under applicable wage and hour Laws, 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. No member of the Company Group its Subsidiaries is a party to or bound by any Employment Agreement. The Company has Goldsboro Parties have provided to Parent the Purchaser correct and complete copies of each Employment Agreement to which any member of the Company Group or any of its Subsidiaries is a party, or by which 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 To the applicable member Knowledge of the Company Group. There Goldsboro Parties, there is no existing default or breach of any member of the Company Groupor 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 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. No member of Except as set forth on Schedule 4.12, neither the Company Group nor any Stockholder of its Subsidiaries nor any Goldsboro Party has received a claim from any Governmental Entity to the effect that any member of the Company Group or any of its Subsidiaries has improperly classified any person (a) as an independent contractor any Person named or (b) as "exempt" or "non-exempt" under the FLSA. Except as set forth on Schedule 4.14. To the Knowledge of the Company4.16, no member of the Company Group nor any Stockholder Goldsboro Party has made any verbal commitments to any officer, employee, former employee, consultant or independent contractor of any member of the Company Group or any of its Subsidiaries with respect to compensation, promotion, retention, termination, severance or similar matters in connection with the Transactions transactions contemplated hereby or otherwise. All officers The retention and severance agreements entered into by Xxxxxxx with certain employees of each member of the Company Group are active as described on the date of this Agreement. No employee of the Company Group is employed Schedule 4.16 shall be assumed and paid by the Company Group outside in accordance with the terms of the U.S. No management level employee has notified any member of the Company Group that he or she intends to resign or retire as a result of the Transactions or otherwise within one year after the Closing Datethose agreements.

Officers and Employees. Schedule 4.14 4.16 contains a correct and complete list of (a) all of the officers of each member of the Company Group as and each of the date of this Agreementits Subsidiaries, specifying their position, annual rate of compensation, primary work location, location and length of serviceservice and other benefits provided to each of them, respectively, respectively and (b) all of the other employees (whether full-time, part-time or otherwise) of each member and independent contractors of the Company Group and each of its Subsidiaries as of the date hereof who have received or who are reasonably expected to receive a base salary in excess of this Agreement$150,000 for the twelve month period ended January 31, 2004, specifying their position, status (i.e., whether active or on a leave of absence)status, annual salary or hourly wagessalary, as applicable, primary work location, location and length of serviceservice and with respect to employees other benefits provided to each of them, date of hire or commencement date, as applicableand with respect to independent contractors, consulting or other independent contractor fees, classification as exempt or non-exempt under applicable wage and hour Laws, together with an appropriate notation next to the name of any officer or other employee or independent contractor on such list who is subject to any written Employment Agreement. No member Agreement or any other written term sheet or other document describing the terms or conditions of employment of such employee or of the rendering of services by such independent contractor. Except as set forth on Schedule 4.16, neither the Company Group nor any of its Subsidiaries is a party to or bound by any Employment Agreement. The Company has provided or made available to Parent the Purchaser correct and complete copies of each Employment Agreement to which any member of the Company Group or any of its Subsidiaries is a party, or by which 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 applicable member of the Company Group. There is no existing material default or material breach of any member of the Company Groupor 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 material default or material breach) and there is no such material default (or event or condition that, with notice or lapse of time or both, could constitute a material default or material breach) with respect to any third party to any Employment Agreement. No member of Neither the Company Group nor any Stockholder of its Subsidiaries has received a claim from any Governmental Entity to the effect that any member of the Company Group or any of its Subsidiaries has improperly classified as an independent contractor any Person named on Schedule 4.144.16. To the Knowledge of the Company, no member of neither the Company Group nor any Stockholder of its Subsidiaries has made any verbal commitments to any officer, employee, former employee, consultant or independent contractor of any member of the Company Group or any of its Subsidiaries with respect to compensation, promotion, retention, termination, severance or similar matters in connection with the Transactions transactions contemplated hereby or otherwise. All officers and employees of each member of the Company Group are active on the date of this Agreement. No employee of the Company Group is employed by the Company Group outside of the U.S. No management level employee has notified any member of the Company Group that he or she intends to resign or retire as a result of the Transactions or otherwise within one year after the Closing Date.

Officers and Employees. Schedule 4.14 4.15 contains a correct and complete list of (a) all of the officers of each member of the Company Group as of the date of this AgreementCompany, specifying their position, annual rate of compensation, primary work location, and length of service, and other benefits provided to each of them, respectively, and (b) all of the employees (whether full-time, part-time or otherwise) of each member and independent contractors of the Company Group as of the date of this AgreementCompany, specifying their position, status (i.e., whether active or on a leave of absence)status, annual salary or salary, hourly wages, as applicable, primary work location, length of service, date other benefits provided to each of hire or commencement datethem, as applicablerespectively, consulting or other independent contractor fees, classification as exempt or non-exempt under applicable wage and hour Laws, 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. No member Agreement or any other written term sheet or other document describing the terms or conditions of employment of such employee or independent contractor or of the rendering of services by such independent contractor. Except as set forth on Schedule 4.15, the Company Group is not a party to or bound by any Employment Agreement. The Company has Members have provided to Parent the Purchaser correct and complete copies of each Employment Agreement to which any member of the Company Group is a party, or by which any of them it is otherwise bound. Each such Employment Agreement is legal, valid, binding and enforceable in accordance with its respective terms with respect to the applicable member of the Company GroupCompany. There is no existing default or breach of any member of by the Company Groupunder any Employment Agreement (or event or condition that, as applicablewith notice or lapse of time or both, under could constitute a default or breach) 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. No member of Neither the Company Group nor any Stockholder has the Members have received a claim from any Governmental Entity to the effect that any member of the Company Group has improperly classified as an independent contractor any Person named on Schedule 4.144.15. To the Knowledge of the Company, no member None of the Company Group nor any Stockholder has the Members have made any verbal commitments to any officer, employee, former employee, consultant or independent contractor of any member of the Company Group with respect to compensation, promotion, retention, termination, severance or similar matters in connection with the Transactions transactions contemplated hereby or otherwise. All Except as indicated on Schedule 4.15, all officers and employees of each member of the Company Group are active on the date of this Agreement. No employee of the Company Group is employed by the Company Group outside of the U.S. No management level employee has notified any member of the Company Group that he or she intends to resign or retire as a result of the Transactions or otherwise within one year after the Closing Datehereof.

Officers and Employees. Schedule 4.14 4.16(a) contains a correct true and complete list of (a) all of the officers of each member of the Company Group as of the date of this Agreementofficers, specifying their position, annual rate of compensation, primary work location, and length of service, respectively, and (b) all of the employees (whether full-time, part-time or otherwise) and independent contractors of each member of the Company Group as of the date of this Agreement, specifying their position, status (i.e., whether active or on a leave of absence)classification, annual salary or hourly wages, as applicable, primary work location, length rate of servicecompensation, date of hire or commencement date, as applicablehire, consulting fees, classification as exempt or non-exempt under applicable wage and hour Lawsother independent contractor fees (if applicable), together with an appropriate notation next to the name of any officer or other employee those Persons on such list who is are subject to any written Employment Agreement. No member Agreement or any other written term sheet or other document describing the terms or conditions of employment of such officer or employee or of the rendering of services by such independent contractor. Except as set forth on Schedule 4.16(a), neither Company Group is a party to or bound by any Employment Agreement, whether written or oral. The Company Shareholder has provided to Parent Purchaser true, correct and complete copies of each such written Employment Agreement to which any member (other than standard offer letters in the form attached hereto as Schedule 4.16(b)) and an accurate summary of the Company Group is a party, or by which any terms of them is otherwise boundeach such oral Employment Agreement. Each such Employment Agreement is legal, valid, binding and enforceable in accordance with its respective terms with respect to the applicable member of the Company GroupCompany. There is no existing material default or breach of either Company under any member Employment Agreement (or event or condition that, with notice or lapse of time or both could constitute a material default or breach) and, to the Knowledge of the Company GroupShareholder, as applicablethere is no such default (or event or condition that, under with notice or lapse of time or both, could constitute a default or breach) with respect to any third party to any Employment Agreement. No member of the Neither Company Group nor any Stockholder has received a claim from any Governmental Entity to the effect that any member of the Company Group has improperly classified as an independent contractor any Person named on Schedule 4.14Person. To the Knowledge of the Company, no member of the Neither Company Group nor any Stockholder has made any verbal commitments to any officer, employee, former employee, consultant or independent contractor of any member of the either Company Group with respect to compensation, promotion, retention, termination, severance or similar matters in connection with the Transactions transactions contemplated hereby or otherwise. All Except as indicated on Schedule 4.16, all officers and employees of each member of the Company Group are active on the date of this Agreement. No employee of the Company Group is employed by the Company Group outside of the U.S. No management level employee has notified any member of the Company Group that he or she intends to resign or retire as a result of the Transactions or otherwise within one year after the Closing Datehereof.

Officers and Employees. Schedule 4.14 4.15(a) contains a correct and complete list of (a) all of the officers of each member of the Company Group as of the date of this AgreementSeller, specifying their position, annual rate of compensation, primary work location, and length of service, and other benefits provided to each of them, respectively, and (b) all of the employees (whether full-time, part-time or otherwise) and independent contractors of each member of the Company Group Seller as of the date of this Agreementhereof, specifying their position, status (i.e., whether active or on a leave of absence)status, annual salary or salary, hourly wages, as applicable, primary work location, length of service, date other benefits provided to each of hire or commencement datethem, as applicablerespectively, consulting or other independent contractor fees, classification as exempt or non-exempt under applicable wage and hour Laws, 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. No member Agreement or any other written term sheet or other document describing the terms or conditions of employment of such employee or independent contractor or of the Company Group rendering of services by such independent contractor. Except as set forth on Schedule 4.15(b), no Seller is a party to or bound by any Employment AgreementAgreement or any other written term sheet or other document with respect to the terms or conditions of employment of any Person. The Company Seller Parent has provided (or made available) to the Purchaser Parent true, correct and complete copies of each Employment Agreement to which any member of the Company Group Seller is a party, or by which 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 applicable member of the Company Groupany Seller, as applicable. There is no existing default or breach of any member of the Company GroupSeller, 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 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. No member of the Company Group nor any Stockholder Seller has received a claim from any Governmental Entity to the effect that any member of the Company Group Seller has improperly classified as an independent contractor any Person named listed on Schedule 4.144.15(a). To the Knowledge of the Company, no member of the Company Group nor any Stockholder No Seller has made any verbal commitments to any officer, employee, former employee, consultant or independent contractor of any member of the Company Group Seller or any other Person with respect to compensation, promotion, retention, termination, severance or similar matters in connection with the Transactions transactions contemplated hereby or otherwise. All officers Except as indicated on Schedule 4.15(c), all officers, employees and employees independent contractors of each member of the Company Group Seller are active on the date of this Agreement. No employee of the Company Group is employed by the Company Group outside of the U.S. No management level employee has notified any member of the Company Group that he or she intends to resign or retire as a result of the Transactions or otherwise within one year after the Closing Datehereof.

Officers and Employees. Schedule 4.14 4.13(a) contains a true, correct and complete list of (a) all of the officers of each member of the Company Group as of the date of this AgreementSeller, specifying their position, annual rate of compensation, primary work location, and length of service, respectively, and any other non-standard benefits provided to each of them and (b) all of the employees (whether full-time, part-time or otherwise) of each member and individual independent contractors of the Company Group as of the date of this AgreementSeller, specifying their position, status (i.e., whether active or on a leave of absence)status, annual salary or salary, hourly wages, as applicable, primary work location, length of service, date other non-standard benefits provided to each of hire or commencement date, as applicablethem, consulting or other independent contractor fees, classification as exempt or non-exempt under applicable wage and hour Laws, 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. No member Agreement or any other Contract (other than a standard offer letter) describing the terms or conditions of employment of such employee or of the Company Group 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 AgreementAgreement or any other Contract with respect to the terms or conditions of employment of any Person. The Company Seller has provided (or made available) to Parent the Purchaser true, correct and complete copies of each Employment Agreement to which any member of the Company Group Seller is a party, or by which any of them it 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 member bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of the Company Groupcreditors’ rights generally, and by general equitable principles. There is no existing default or breach of Seller under any member Employment Agreement (or event or condition that, with notice or lapse of time or both could constitute a default or breach) and, to the Company GroupSeller’s Knowledge, as applicablethere is no such default (or event or condition that, under with notice or lapse of time or both, could constitute a default or breach) with respect to any third party to any Employment Agreement. No member of the Company Group nor any Stockholder The Seller has not received a claim from any Governmental Entity to the effect that any member of the Company Group Seller has improperly classified as an independent contractor any Person named listed on Schedule 4.144.13(a). To Except as set forth in Schedule 4.13(c), the Knowledge of the Company, no member of the Company Group nor any Stockholder Seller has not made any verbal commitments to any officer, employee, former employee, consultant or independent contractor of Seller or any member of the Company Group other Person with respect to compensation, promotion, retention, termination, severance or similar matters in connection with the Transactions or otherwisetransactions contemplated hereby. All officers Except as indicated on Schedule 4.13(d), all officers, employees and employees individual independent contractors of each member of the Company Group Seller are active on the date of this Agreement. No employee of the Company Group is employed by the Company Group outside of the U.S. No management level employee has notified any member of the Company Group that he or she intends to resign or retire as a result of the Transactions or otherwise within one year after the Closing Datehereof.