Certain Agreements of Officers Employees and Consultants Sample Clauses

Certain Agreements of Officers Employees and Consultants. To the knowledge of Borrower, no officer, employee or consultant of Borrower is, or is now expected to be, in violation of any term of any employment contract, proprietary information agreement, nondisclosure agreement, noncompetition agreement or any other material contract or agreement or any restrictive covenant relating to the right of any such officer, employee or consultant to be employed by Borrower because of the nature of the business conducted or to be conducted by Borrower or relating to the use of trade secrets or proprietary information of others, and to Borrower’s knowledge, the continued employment of Borrower’s officers, employees and consultants does not subject Borrower to any material liability for any claim or claims arising out of or in connection with any such contract, agreement, or covenant.
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Certain Agreements of Officers Employees and Consultants. (i) To the knowledge of Borrower, no officer, employee or consultant of Borrower is, or is now expected to be, in violation of any term of any employment contract, proprietary information agreement, nondisclosure agreement, noncompetition agreement, or any other material contract or agreement or any restrictive covenant relating to the right of any such officer, employee or consultant to be employed by Borrower because of the nature of the business conducted or to be conducted by Borrower or relating to the use of trade secrets or proprietary information of others, and to Borrower's knowledge, the continued employment of Borrower's officers, employees and consultants does not subject Borrower to any material liability for any claim or claims arising out of or in connection with any such contract, agreement, or covenant. (ii) To the knowledge of Borrower, no officers of Borrower, and no employee or consultant of Borrower whose termination, either individually or in the aggregate, could reasonably be expected to have a material adverse effect on the financial condition, business or operations of Borrower, has any present intention of terminating his or her employment or consulting relationship with Borrower.
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Certain Agreements of Officers Employees and Consultants. (i) Neither the Chief Executive Officer nor Chief Financial Officer of Borrower is aware that any officer, employee or consultant of Borrower is in violation of any material term of any material employment contract, proprietary information agreement, nondisclosure agreement, noncompetition agreement, or any other material contract or agreement or any material restrictive covenant relating to the right of any such officer, employee or consultant to be employed by Borrower because of the nature of the business conducted or to be conducted by Borrower or relating to the use of trade secrets or proprietary information of others which the Chief Executive Officer and the Chief Financial Officer believe is likely to have a material adverse effect, and neither the Chief Executive Officer nor Chief Financial Officer of Borrower is aware that continued employment of Borrower's officers, employees and consultants would subject Borrower to any material liability for any claim or claims arising out of or in connection with any such material contract, agreement, or covenant. (ii) To the knowledge of the chief executive officer of Borrower and the chief financial officer of Borrower, no officers of Borrower, and no employee or consultant of Borrower whose termination, either individually or in the aggregate, is reasonably likely to have a Material Adverse Effect, has any present intention of terminating his or her employment or consulting relationship with Borrower.
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Certain Agreements of Officers Employees and Consultants. (i) No officer, employee or consultant of Company or Company's Subsidiaries is, or is now expected to be, in violation of any term of any employment contract, proprietary information agreement, nondisclosure agreement, noncompetition agreement, or any other contract or agreement or any restrictive covenant relating to the right of any such officer, employee or consultant to be employed by Company because of the nature of the business conducted or to be conducted by Company or relating to the use of trade secrets or proprietary information of others, and to the best of Company's knowledge, after due inquiry, the continued employment of Company's officers, employees and consultants do not subject Company to any liability for any claim or claims arising out of or in connection with any such contract, agreement, or covenant. (ii) To the knowledge of Company, no officers of Company, and no employee or consultant of Company whose termination, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, has any present intention of terminating his or her employment or consulting relationship with Company.
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Certain Agreements of Officers Employees and Consultants. (a) No current officer, employee or consultant of Company or Company's Subsidiaries is, or is now expected to be, in violation of any term of any employment contract, proprietary information agreement, nondisclosure agreement, noncompetition agreement, or any other contract or agreement or any restrictive covenant relating to the right of any such officer, employee or consultant to be employed by Company or Company's Subsidiaries because of the nature of the business conducted or to be conducted by Company or Company's Subsidiaries or relating to the use of trade secrets or proprietary information of others, and to the best of Company's knowledge, after due inquiry, the continued employment of Company's and Company's Subsidiaries' officers, employees and consultants do not subject Company or its Subsidiaries to any liability for any claim or claims arising out of or in connection with any such contract, agreement, or covenant. (b) To the knowledge of Company, no officers of Company, and no employee or consultant of Company or Company's Subsidiaries whose termination, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, has any present intention of terminating his or her employment or consulting relationship with Company or Company's Subsidiaries.
Sample 1
Certain Agreements of Officers Employees and Consultants. No officer, employee or consultant of Borrower is, or is now expected to be, in violation of any term of any employment contract, proprietary information agreement, nondisclosure agreement, noncompetition agreement, or any other contract or agreement or any restrictive covenant relating to the right of any such officer, employee or consultant to be employed by Borrower because of the nature of the business conducted or to be conducted by Borrower or relating to the use of trade secrets or proprietary information of others, and to the best of Borrower's knowledge, after due inquiry, the continued employment of Borrower's officers, employees and consultants do not subject Borrower to any liability for any claim or claims arising out of or in connection with any such contract, agreement, or covenant.
Sample 1
Certain Agreements of Officers Employees and Consultants. (i) No officer, employee or consultant of such Borrower or such Borrower's Subsidiaries is, or is now expected to be, in violation of any term of any employment contract, proprietary information agreement, nondisclosure agreement, noncompetition agreement, or any other contract or agreement or any restrictive covenant relating to the right of any such officer, employee or consultant to be employed by such Borrower or such Borrower's Subsidiaries because of the nature of the business conducted or to be conducted by such Borrower or such Borrower's Subsidiaries or relating to the use of trade secrets or proprietary information of others, and to the best of such Borrower's knowledge, after due inquiry, the continued employment of such Borrower's and such Borrower's Subsidiaries' officers, employees and consultants do not subject such Borrower or its Subsidiaries to any liability for any claim or claims arising out of or in connection with any such contract, agreement, or covenant. (ii) To the knowledge of such Borrower, no officers of such Borrower, and no employee or consultant of such Borrower or such Borrower's Subsidiaries whose termination, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, has any present intention of terminating his or her employment or consulting relationship with such Borrower or such Borrower's Subsidiaries.
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Certain Agreements of Officers Employees and Consultants 
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Related to Certain Agreements of Officers Employees and Consultants

  • Employees and Consultants Pubco does not have any employees or consultants, except as disclosed in the Pubco SEC Documents.

  • Consultants and Employees Bound Recipient agrees to disclose the Confidential Information to any agents, affiliates, directors, officers or any other employees (collectively, the “Employees”) solely on a need-to-know basis and represents that such Employees have signed appropriate non-disclosure agreements or taken appropriate measures imposing on such Employees a duty to third parties (1) to hold any third party proprietary information received by such Employees in the strictest confidence, (2) not to disclose such third party Confidential Information to any other third party, and (3) not to use such Confidential Information for the benefit of anyone other than to whom it belongs, without the prior express written authorization of the Company.

  • Employees and Contractors The Recipient agrees to disclose Confidential Information to any agents, affiliates, directors, officers, or any other employees, collectively known as the “Employees,” solely on a need-to-know basis and represents that such Employees have signed appropriate non-disclosure agreements or have taken appropriate measures imposing on such Employees a duty to third parties: i.) To hold any third-party proprietary information received by such Employees in the strictest confidence; ii.) Not to disclose such third-party Confidential Information to any other third party; and iii.) Not to use such Confidential Information for the benefit of anyone other than to whom it belongs, without the prior express written authorization of the Owner.

  • Non-Solicitation of Employees and Consultants During the Period of Employment and for a period of twenty-four (24) months after the Severance Date, the Executive will not directly or indirectly through any other Person (i) induce or attempt to induce any employee or independent contractor of the Company or any Affiliate of the Company to leave the employ or service, as applicable, of the Company or such Affiliate, or in any way interfere with the relationship between the Company or any such Affiliate, on the one hand, and any employee or independent contractor thereof, on the other hand, or (ii) hire any person who was an employee of the Company or any Affiliate of the Company until twelve (12) months after such individual’s employment relationship with the Company or such Affiliate has been terminated.

  • Employees and Independent Contractors Party agrees that it shall comply with the laws of the State of Vermont with respect to the appropriate classification of its workers and service providers as “employees” and “independent contractors” for all purposes, to include for purposes related to unemployment compensation insurance and workers compensation coverage, and proper payment and reporting of wages. Party agrees to ensure that all of its subcontractors or sub-grantees also remain in legal compliance as to the appropriate classification of “workers” and “independent contractors” relating to unemployment compensation insurance and workers compensation coverage, and proper payment and reporting of wages. Party will on request provide to the Agency of Human Services information pertaining to the classification of its employees to include the basis for the classification. Failure to comply with these obligations may result in termination of this Agreement.

  • Officers and Employees (a) The day-to-day operational management of the Company may be exercised by such officers of the Company as may be appointed from time to time in accordance with this Section 4.3 (the “Officers”). The Managers may appoint such Officers as they may determine from time to time. The Officers, subject to the direction and control of the Managers, shall do all things and take all actions necessary to run the business of the Company. Each Officer shall have the powers and duties as may be prescribed to him or her by the Managers and, to the extent not so prescribed, as generally pertain to their respective offices. Each Officer shall hold office at the pleasure of the Managers. Each Officer shall serve until the earlier of his or her death, resignation or removal, and any Officer may be removed at any time, with or without cause, by the Managers. Any vacancy in any office shall also be filled by the Managers. Any Officer may resign at any time by delivering his or her written resignation to the Managers. (b) The Company may employ such employees as the Officers of the Company deem reasonably necessary to effectuate the purpose of the Company as set forth in Section 1.3.

  • Employees and Compensation (A) Shown on Schedule 6.15(A) is a list of the name of each employee, sales agent or other Person, separately identified as to part-time or full-time, who is currently employed in the Business by Seller, together with each Person’s job classification, date of hire, and current rate of compensation (or method for computing same). All employees of Seller are “at will” employees whose employment may be terminated by Seller at any time, with or without notice or cause. (B) Schedule 6.15(B) hereto lists all compensation and benefit plans, contracts and arrangements maintained, sponsored or participated in by Seller or any of its Affiliates in connection with the Business and in effect as of the date hereof including, without limitation, all pension (including all such employee pension benefit plans as defined in Section 3(2) of ERISA), profit-sharing, savings and thrift, fringe benefit, bonus, incentive or deferred compensation, severance pay and medical and life insurance plans and employee welfare plans as defined in Section 3(1) of ERISA that are sponsored by Seller or any of its Affiliates and in which any employees of Seller participate (collectively, “Employee Benefit Plans”). (C) As to Employee Benefit Plans sponsored by Seller or its Affiliates that are “employee pension benefit plans” as defined in Section 3(2) of ERISA, such plans sponsored by Seller or its Affiliates are tax qualified under Section 401(a) of the Code, are not currently under examination by, nor are any matters pending before, the Internal Revenue Service, the Employee Benefits Security Administration or any quasi-government agency, are not subject to any claim, suit or arbitration (other than routine claims for benefits), are not subject to the minimum funding standards of Code Section 412, are in compliance with and have been administered in accordance with their terms and in compliance with all applicable requirements of law, including, but not limited to, the Code and ERISA, and there have been no prohibited transactions as defined in Code Section 4975 or ERISA Section 406 with respect to such plans that could subject Seller or its Affiliates to a tax or penalty under Code Section 4975 or ERISA Section 502(i). (D) Neither Seller nor any of its Affiliates has incurred any Liability under Title IV of ERISA that has or could, after the Effective Date, become a Lien upon any of the Purchased Assets pursuant to ERISA Section 4068. (E) Neither Seller nor any of its Affiliates is or has ever been required to contribute to any “multiemployer plan,” as such term is defined in Section 4001(a)(3) of ERISA, in which any employees of Seller in connection with the Business participate. (F) Except as set forth in Schedule 6.15(F), no Employee Benefit Plan provides medical, surgical, hospitalization, death or similar benefits (whether or not insured) for employees for period extending beyond their retirement or other termination of service, other than (i) coverage mandated by applicable law, or (ii) death benefits under any pension plan. (G) For the purposes of this Section 6.15, Seller shall include all trades or business under common control with Seller as provided in the regulations under Code Section 414(c).

  • Agreements with Employees and Subcontractors Grantee shall have written, binding agreements with its employees and subcontractors that include provisions sufficient to give effect to and enable Grantee’s compliance with Grantee’s obligations under this Article VI, Intellectual Property.

  • Employees and Subcontractors It is understood that, from time to time, it may become necessary for the Contractor to replace an individual working as an employee or subcontractor of the Contractor. All such removals or replacements shall be subject to Owner’s prior approval. Owner reserves the right to approve a replacement, which approval shall not be unreasonably withheld, or terminate the Work, either partially or in its entirety without further obligation to the Contractor thereunder other than to remit payment for the Work rendered up to the termination date. Contractor agrees that Owner may, at any time, with cause, require Contractor to remove an individual from the performance of the Work. An election by Owner of any of its rights under this Section 19 shall not affect the Contractor’s responsibilities, liabilities or warranties under this Agreement.

  • No Personal Liability of Directors, Officers, Employees and Shareholders No past, present or future director, officer, employee, incorporator or shareholder of the Company, as such, will have any liability for any obligations of the Company under the Indenture or the Notes or for any claim based on, in respect of, or by reason of, such obligations or their creation. By accepting any Note, each Holder waives and releases all such liability. Such waiver and release are part of the consideration for the issuance of the Notes.

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