Employee and Independent Contractor Matters. (a) Seller agrees to use its reasonable efforts to assist Buyer in its efforts to employ any employees of Seller and engage any independent contractors of Seller. Buyer agrees to hire substantially all the employees of Seller. Any employees of Seller who accept employment with Buyer, execute any documents required by Buyer to be executed in connection therewith and begin employment with Buyer are referred to herein collectively as the “Hired Employees.”
Employee and Independent Contractor Matters. The Company and its Subsidiary have generally enjoyed satisfactory employer/employee relationships with their respective employees and are in compliance in all material respects with all government, state and local laws and regulations, including but not limited to, applicable tax laws and regulations, respecting the employment of their respective employees and employment practices, terms and conditions of employment and wages and hours relating thereto. To the knowledge of the Company, there are no pending or threatened investigations involving the Company or its Subsidiary by the U.S. Department of Labor or corresponding foreign agency, or any other governmental agency responsible for the enforcement of such government, state or local laws and regulations. To the knowledge of the Company, there are no unfair labor practice charges or complaints against the Company or its Subsidiary pending before the National Labor Relations Board or corresponding foreign agency or any strikes, picketing, boycotts, disputes, slowdowns or stoppages pending or threatened against or involving the Company or its Subsidiary, or any predecessor entity, and none has occurred. No representation question exists respecting the employees of the Company or its Subsidiary. No collective bargaining agreements or modifications thereof are currently in effect or being negotiated by the Company or its Subsidiary and their respective employees. No grievance or arbitration proceeding is pending under any expired or existing collective bargaining agreements of the Company or its Subsidiary. The Company does not: (i) maintain nor has it maintained, sponsored or contributed to any program or arrangement that is an "employee pension benefit plan," an "employee welfare benefit plan" or a "multi-employer plan" as such terms are defined in Sections 3(2), 3(l) and 3(37), respectively of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), except for the Stock Option Plan described in the Prospectus; (ii) presently maintain or contribute nor at any time in the past, has it maintained or contributed to a defined benefit plan, as defined in Section 3(35) of ERISA; or (iii) has ever completely or partially withdrawn from a " multi-employer plan." The Company and its Subsidiary have generally enjoyed satisfactory relationships with their respective independent contractors and are in compliance in all material respects with all government, state and local laws and regulations, incl...
Employee and Independent Contractor Matters. Schedule 4.29 sets forth a list of all Employees and independent contractors of the Corporation, together with the titles and material terms of employment or engagement, as applicable, including, wages, bonuses paid or payable (whether monetary or otherwise), benefits and the date upon which each such Employee or independent contractor was first hired or engaged, as applicable, by the Corporation. Save and except for the Employees, the Corporation has no other employees. Save and except as provided in Schedule 4.29, there exists no written or oral service, bonus, benefit, pension, profit sharing, medical benefits, group insurance, disability, commission, retirement, consulting or accumulated time off plans or arrangements with respect to any Employees. For greater clarity:
Employee and Independent Contractor Matters. (a) No later than 21 days following the Agreement Date, Parent shall, or shall cause an Affiliate of Parent to, make a Comparable Offer of employment effective on the Closing Date and contingent on occurrence of the Closing (an “Employment Offer”), to the Business Employees listed in Schedule 6.14(a) (the “Other Employees”), provided that, in each case, such individual remains employed by an Affiliate of the Company as of the date the applicable Employment Offer is made. Parent agrees to provide each Other Employee no less than 14 calendar days to consider and accept the Comparable Offer. For these purposes, a “
Employee and Independent Contractor Matters. The Company and the Subsidiary have generally enjoyed satisfactory employer/employee relationships with their respective employees and are in compliance in all material respects with all Federal, state and local laws and regulations, including but not limited to, applicable tax laws and regulations, respecting the employment of their respective employees and employment practices, terms and conditions of employment and wages and hours relating thereto, except where failure to so comply would not reasonably be expected to effect materially adversely the business, property, financial position or results of operations of the Company and the Subsidiary taken as a whole. To the knowledge of the Company or the Subsidiary, there are no pending investigations involving the Company or the Subsidiary by the U.S. Department of Labor or corresponding foreign agency, or any other governmental agency responsible for the enforcement of such Federal, state or local laws and
Employee and Independent Contractor Matters. To Company’s knowledge, no employee or independent contractor of Company is obligated under any agreement (including licenses, covenants or commitments of any nature) or subject to any judgment, decree or order of any court or administrative agency, or any other restriction that would interfere with the use of his or her best efforts to carry out his or her duties for Company or to promote the interests of Company or that would conflict with the Company’s business. The carrying on of the Company’s business by such employees and independent contractors and the conduct of Company’s businesses as presently proposed, will not conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any of such employees or independent contractors is now obligated, provided that, with respect to independent contractors, this representation is made to Company’s knowledge after due inquiry. To Company’s knowledge, at no time during the conception of or reduction to practice of any Intellectual Property owned by Company was any developer, inventor or other contributor to such Intellectual Property operating under any grants from any Governmental Entity or private source, performing research sponsored by any Governmental Entity or private source or subject to any employment agreement or invention assignment or nondisclosure agreement or other obligation with any other person that adversely affects Company’s rights in such Intellectual Property.
Employee and Independent Contractor Matters. (a) Sellers agree to use their reasonable commercial efforts to assist Purchaser in its efforts to employ any employees of Sellers and engage any independent contractors of Sellers, and the Parties acknowledge and agree that employees of Sellers may contract with Purchaser to provide services to Purchaser following the Closing. Any employees of Sellers who accept an offer of employment with Purchaser, execute all documents required by Purchaser to be executed in connection therewith and begin employment with or service to Purchaser are referred to herein collectively as the “Hired Service Providers.”
Employee and Independent Contractor Matters. It is expressly agreed that the Shareholder hereby assumes, shall be liable for, and shall indemnify, defend and hold OG and the Purchaser harmless from and against, any and all obligations and/or liabilities arising at any time prior to the Closing, to former and current employees of OG arising out of, or in connection with, the employment relationship, the severance of the employment relationship (to the extent an employee shall be terminated prior to Closing by OG) or any other obligation that OG may have to those employees, and OG shall have no obligation to any former or current employees of OG except to the extent arising from and after the Closing. Without limiting the generality of the foregoing, it is understood and agreed that responsibility for the payment of all amounts required either by statute or at common law to be paid to such employees, including but not limited to, any compensation, pay in lieu of notice, severance (for a termination prior to Closing, only), vacation pay, employment benefits, commissions and all other outstanding amounts (collectively, “Employment Obligations”) arising on or before the Closing Date shall be the sole liability and obligation of the Shareholder. On the Closing Date, Shareholder shall pay (or cause to be paid) and discharge (or cause to be discharged) all accrued and unpaid Employment Obligations arising and/or accruing on or prior to the Closing Date. In order to discharge all accrued, but unused vacation time of the employees of OG as of the Closing Date, a complete and accurate accounting thereof being set forth on Schedule 5.1.19 hereof, at Closing Shareholder shall pay Purchaser the aggregate Canadian dollar amount of such unused vacation time. Upon payment thereof, Shareholder shall have no further liability in respect of such vacation time.
Employee and Independent Contractor Matters. It is expressly agreed that COC shall be liable for, and shall indemnify, defend and hold Purchaser harmless from and against, any and all obligations and/or liabilities to former and current employees of COC arising out of, or in connection with, the employment relationship, the severance of the employment relationship or any other obligation that COC may have to those employees, and Purchaser shall have no obligation to any former or current employees of COC. Without limiting the generality of the foregoing, it is understood and agreed that responsibility for the payment of all amounts required either by statute or at common law to be paid to such employees, including but not limited to, any compensation, pay in lieu of notice, severance (except for a termination thereof by Purchaser following the Closing, only), vacation pay, employment benefits, commissions and all other outstanding amounts shall be the sole liability and obligation of COC. On the Closing Date, COC shall pay (or cause to be paid) and discharge (or cause to be discharged) all accrued and unpaid Employment Obligations arising and/or accruing on or prior to the Closing Date. In order to discharge all accrued, but unused vacation time of the employees of COC as of the Closing Date, a complete and accurate accounting thereof being set forth on Schedule 5.1.19 hereof, at Closing COC shall pay Purchaser the aggregate Canadian dollar amount of such unused vacation time. Upon payment thereof, Shareholder shall have no further liability in respect of such vacation time.
Employee and Independent Contractor Matters. (a) Sellers agree to use their commercially reasonable efforts to assist Purchasers in its efforts to employ the Key Employees and substantially all employees of Sellers, other than the Equityholders (except for any Equityholder who is a Key Employee), who are able to pass the background check that is a part of Purchasers’ internal hiring requirements and engage substantially all of the independent contractors of Sellers, and the parties acknowledge and agree that employees of Sellers may contract with Purchaser to provide services to Purchasers following the Closing. Any employees of Sellers who accept an offer of employment with Purchasers may be required by Purchasers to execute documents in connection therewith and begin employment with or service to Purchasers are referred to herein collectively as the “Hired Service Providers”.
