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.”
(b) Buyer will have no obligation to offer employment to, and will have no Liability to, any employee of Seller, including any employee who, on the Closing Date, is not actively employed by Seller or is on job protected leave, military service leave or layoff (whether or not with recall rights), or whose employment has been terminated (voluntarily or involuntarily) or who has retired prior to the Closing Date other than those employees on statutorily-mandated leave or military service leave set forth on Schedule 3.9(b). Seller will bear all responsibility for, and related costs associated with the termination of its employees, including complying with the federal Worker Adjustment and Retraining Notification Act (“WARN”) and similar Laws. Seller will not provide any notice to employees pursuant to WARN or similar Laws without prior approval by Buyer, which Buyer shall not unreasonably delay or withhold from Seller.
(c) Prior to the Closing, Seller will terminate, effective no later than as of the close of business on the Business Day immediately preceding the Closing Date, all employees and independent contractors of Seller who have not been made any offer of employment or engagement with Buyer or declined employment or engagement with Buyer. Simultaneously with such termination, Seller will pay each such terminated employee and each such terminated independent contractors all accrued wages, salaries, and fees, accrued vacation, accrued sick and personal time, if any are owed and due under Law, and all other amounts due from Seller to such employees and independent contractors, and termination or severance pay in accordance with any contract or Law.
(d) Nothing contained in this Agreement, any Ancillary Document or any other document contemplated hereby or thereby will confer upon any Hired Employee or any other present or former employee of Seller any rights or remedies of any nature or kind whatsoever under or by reason of this Agreement, any Ancillary Document or any other document contemplated hereby or...
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:
(i) no Employee is on long-term disability leave, maternity leave, extended absence or receiving workers’ compensation. Other than as set forth in Schedule 4.29, there are no written contracts of employment entered into with any of the Employees;
(ii) the Corporation is in compliance with all Laws respecting employment and employment practices, terms and conditions of employment, pay equity and wages and hours and has not and is not engaged in any unfair labour practice;
(iii) no unfair labour practice, complaint or grievance against the Corporation is pending or threatened before any labour relations board or similar Governmental Authority with respect to the Business;
(iv) all vacation pay, bonuses, commissions and other benefit payments due to current and former employees of the Corporation have been accrued in the ordinary course of business consistent with past practice;
(v) all required employer and employee contributions and premiums under the Benefit Plans have been made or accrued, the respective fund or funds established under the Benefit Plans are funded in accordance with applicable Laws, and no past service funding liabilities exist thereunder, except as disclosed in the Corporation Financial Statements;
(vi) there are no charges, ongoing investigations, administrative proceedings, or formal complaints of discrimination (including discrimination based upon sex, age, marital status, race, national origin, sexual preference, handicap, or veteran status) pending or, to the knowledge of the Vendors, threatened before any Governmental Authority pertaining to the Corporation or the Employees;
(vii) no Employee has any agreement as to length of notice or severance payment required ...
Employee and Independent Contractor Matters. The Company has generally enjoyed satisfactory employer/employee relationships with its employees and is 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 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 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 regulations. To the knowledge of the Company, there are no unfair labor practice charges or complaints against the Company 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 any predecessor entity, and none has occurred. No representation question exists respecting the employees of the Company. No collective bargaining agreements or modifications thereof are currently in effect or being negotiated by the Company and their respective employees. No grievance or arbitration proceeding is pending under any expired or existing collective bargaining agreements of the Company. 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(1) 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 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 has generally enjoyed satisfactory relationships with its independent contractors and is 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 engagement of its independent contractors.
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 “Comparable Offer” means an offer of employment on substantially the same economic terms and conditions as necessary for Purchaser to satisfy its obligations pursuant to Section 7.2 hereof, in a comparable position with substantially similar duties and work schedule, and either an entirely remote working opportunity or at a work location that is within 50 miles of, in each case, those in effect immediately prior to the Closing Date.
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. To the knowledge of the Company or the Subsidiary, there are no pending or threatened 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 regulations. To the knowledge of the Company or the Subsidiary, there are no unfair labor practice charges or complaints against the Company or the 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 the Subsidiary, or any predecessor entity, and none has occurred. No representation question exists respecting the employees of the Company or the Subsidiary. No collective bargaining agreements or modifications thereof are currently in effect or being negotiated by the Company or the Subsidiary and their respective employees. No grievance or
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. (a) Immediately following the Closing and without cost or expense to Seller, Purchaser will cause the Company to credit each of Company’s employees with such hours of “sick leave” as each such employee shall have accrued as listed in Schedule 2.13. Any and all liabilities or costs associated with crediting and honoring such sick leave will be borne entirely by the Purchaser and the Company and, as described on Schedule 1.6(b)–C, such costs shall not be an adjustment to the Closing Date Balance Sheet.
(b) For each of Company’s employees and dependents of such employees participating in medical, dental, life insurance, and long-term disability insurance plans on the Closing Date, Seller shall maintain and continue coverage through and including June 30, 2005, at no cost or expense to Purchaser, the Company or such employees or dependents, of each such employee and dependents in the same manner as provided immediately prior to the Closing Date.
(c) If Seller maintains a group health plan, then Seller will to the extent, and for the entire period necessary, satisfy the requirements of Code Section 4980 and the group health plan requirements of Chapter 100 of the Code (collectively, “COBRA”).
(d) Within thirty (30) days following the Closing, Seller will assume from the Company all the liabilities and obligations of the Company under that certain Exclusive Retainer Agreement, dated January 1, 2004, between Xx. XxXxxxxxxx and the Company (the “XxXxxxxxxx Retainer Agreement”). Purchaser will cause the Company to reasonably cooperate with Seller in effecting this assumption. Neither Purchaser nor the Company will have any liability or obligation following the Closing under the XxXxxxxxxx Retainer Agreement.
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. 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.
