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.
Employees and Independent Contractors. The Seller has provided the Buyer prior to the Closing Date with a true and correct list including the name, salary or compensation (including without limitation all commission, override or bonus arrangements), vacation and sick leave policies or other benefits, job description and original employment or contract date of all current employees and independent contractors of the Business based upon the most recently processed information, and the accrued and/or earned vacation time of all employees and, to the Selling Parties' knowledge, the dates and information concerning any previous salary or compensation change or adjustment and the reasons therefor for each such current employee.
Employees and Independent Contractors. Manager shall be responsible for its employees and shall use reasonable care in selecting and supervising independent contractors. All matters pertaining to the employment, supervision, compensation, promotion, and discharge of Manager’s employees are the responsibility of Manager, and Manager shall be liable to such employees for their compensation (in whatever form or amount such compensation may be). Owner shall never be the employer of such employees, nor shall Owner ever be directly responsible for their compensation. Manager shall comply with all applicable laws and regulations relating to workmen’s compensation, social security, unemployment insurance, hours of labor, wages, working conditions, and other employer-employee related matters. Manager shall be responsible for negotiating the terms of contracts with and overseeing the performance of contractors.
Employees and Independent Contractors. Schedule 4.14 contains a true and complete list of all of the Business Employees (whether full-time, part-time or otherwise) and all of the Independent Contractors, in each case as of the date hereof, specifying their position, status, annual salary, hourly wages or consulting or other independent contractor fees, as applicable, date of hire (or entry into an independent contractor agreement), work location, length of service, hours of service, respectively, together with a notation next to the name of any employee or independent contractor on such list who is subject to any written Employment Agreement aside from the CBAs. The Sellers have provided to the Purchaser true, correct and complete copies of each such Employment Agreement. To the Sellers’ Knowledge, except as set forth in the Employment Agreements or the CBAs, neither Seller nor any of their respective Affiliates has made a binding commitment (written or otherwise) to any Business Employee or Independent Contractor with respect to compensation, promotion, retention, termination, or severance in connection with the transaction contemplated by this Agreement. Neither Seller has received a pending claim from any Governmental Entity to the effect that such Seller has improperly classified as an independent contractor any Person named as an Independent Contractor on Schedule 4.14. Unless otherwise indicated on Schedule 4.14, and except in connection with the JCO RIF, as of the date hereof, no Business Employee or Independent Contractor has given written notice, or has been given notice by either Seller or any of its respective Affiliates, of an intent to terminate his or her employment or independent contractor relationship with either Seller or any of its respective Affiliates. The records of the Sellers accurately reflect employment histories of all Business Employees, including their hours of service, and all such data is maintained in a usable form.
Employees and Independent Contractors. (a) Schedule 2.12(a)(i) contains a true and complete list, as of April 28, 2008, of all employees of Seller employed in the Business (the “Seller Employees”), including, to the extent applicable, each Seller Employee’s (i) name, (ii) title, wage, salary, target bonus and accrued vacation or paid time off as of Xxxxx 00, 0000, (xxx) principal location of employment, and (iv) date of hire by Seller. Schedule 2.12(a)(ii) contains a list of all Seller Employees who to Seller’s Knowledge are not citizens of the United States. Schedule 2.12(a)(iii) also contains a true and complete list of all Seller Employees who are as of such date on a short- or long-term disability leave or other leave of absence (but not including vacation). Each Seller option plan provides that the vesting of all options to purchase Seller common stock, par value $0.001 per share (“Seller Options”) granted thereunder to any Seller Employee may be accelerated, in whole or in part, at the discretion of the board of directors of Seller or the plan administrator of the Seller, in either case pursuant to the option plan and related documents governing the Seller Options.
(b) Schedule 2.12(b) contains a true and complete list, as of the date hereof, of all consultants and other independent contractors who are providing material services to the Business (the “Independent Contractors”), including (i) each Independent Contractor’s name, (ii) the type of services being provided by each Independent Contractor, (iii) the principal location where services are provided by each Independent Contractor and (iv) the date when each Independent Contractor was retained by Seller. Copies of all contracts relating to Independent Contractors used in the Business have been furnished to Purchaser.
(c) Seller is in compliance in all material respects with all applicable laws, rules and regulations with respect to employment, employment practices, and terms, conditions and classification of employment (including the proper classification of workers as independent contractors and consultants), wage and hour requirements, immigration status, discrimination in employment, employee health and safety, and the Workers’ Adjustment and Retraining Notification Act. Seller has withheld or will timely withhold all amounts required by law or by agreement to be withheld from the wages, salaries, and other payments to Seller Employees; and Seller is not liable for any arrears of wages, compensation, Taxes, penalties or other sums ...
Employees and Independent Contractors. (a) The Transferee will, effective as of the Employee Transfer Date and on terms and conditions (including remuneration and benefits, if any) which in the aggregate are similar to those which they presently enjoy, (i) employ from and after such time the Employees and (ii) retain from and after the Employee Transfer Date the Independent Contractors.
(b) The Transferee will recognize, to the extent previously recognized by the TDSI Transferor, accrued vacation, and other similar entitlements of Employees and the past service of the Employees with the TDSI Transferor and any prior service for which the TDSI Transferor has given the Employees service credit for all purposes, including eligibility to participate and extent of participation in all benefit plans and entitlement to notice of termination of employment or pay in lieu thereof or severance pay.
(c) The Transferee will indemnify and save harmless the Transferor Indemnified Parties against any Losses and Liabilities arising from or relating to: (i) the employment by the TDSI Transferor or Transferee of an Employee or termination thereof by the TDSI Transferor or Transferee, except that the TDSI Transferor shall bear any termination costs owing as a direct result of the transfer of the Transferred Business, other than those termination costs attributable to an Employee's refusal to accept employment with the Transferee; or (ii) the retainer by TDSI Transferor or the Transferee of an Independent Contractor or termination of that retainer by TDSI Transferor or the Transferee.
Employees and Independent Contractors. Schedule 3.13 is a list of all of the employees with annual compensation in excess of $100,000 of the Acquired Companies and (a) their titles or responsibilities; (b) their social security numbers; (c) their dates of hire;
Employees and Independent Contractors. 3.15.1 Schedule 3.15 contains an accurate and complete list of all of the employees of each of the AlphaCare Companies (by Entity) (including any employee of the AlphaCare Companies who is on a leave of absence or on layoff status) and (i) their titles or responsibilities; (ii) their social security numbers and principal residence address; (iii) their dates of hire; (iv) their current salaries or wages and all bonuses, commissions and incentives paid at any time during the past twelve months; (v) their last compensation changes and the dates on which such changes were made; and (vi) any specific bonus, commission or incentive plans or agreements for or with them.
3.15.2 Schedule 3.15 also contains an accurate and complete list of all sales representatives, independent contractors and xxxxxx parents engaged by each of the AlphaCare Companies and (i) their tax identification numbers and state or country of residence; (ii) their payment arrangements; and (iii) a brief description of their jobs or projects currently in progress.
3.15.3 Except as limited by the specific and express terms of any employment Contracts listed on Schedule 3.15 and except for any limitations of general application which may be imposed under applicable employment Laws, each of the AlphaCare Companies has the right to terminate the employment of each of its employees at will and to terminate the engagement of any of its independent contractors without payment to such employee or independent contractor other than for services rendered through termination and without incurring any penalty or liability other than liability for severance pay in accordance with such company’s disclosed severance pay policy.
3.15.4 Each of the AlphaCare Companies is in compliance in all material respects with all Laws relating to employment practices. Each of the AlphaCare Companies has delivered to Buyer accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy statements and other materials relating to the employment of the current and former employees of each of the AlphaCare Companies.
3.15.5 None of the AlphaCare Companies have been a party to or bound by any union or collective bargaining Contract, nor is any such Contract currently in effect or being negotiated by or on behalf of any of the AlphaCare Companies, nor have any of the AlphaCare Companies been the target of a union organization drive.
3.15.6 Except as set forth on Schedule 3.15, since the respective F...
Employees and Independent Contractors. Except as limited by any written employment or severance Contracts listed in Schedules 5 of Exhibit A and except for any limitations of general application which may be imposed under applicable employment Laws, Seller has the right to terminate the employment of each employee of the Business at will and without incurring any penalty or liability other than Retained Liabilities. Each Seller is in compliance with all Laws respecting employment practices, except where the failure to so comply would not have a Material Adverse Effect.
Employees and Independent Contractors. The Company has made available to Parent a list, as of the date of this Agreement, of all of the employees of the Company and its Subsidiaries and (a) their titles or responsibilities; (b) the dates of hire; (c) their current salaries or wages and all bonuses, commissions and incentives paid at any time during the past twelve months; (d) their last compensation changes and the dates on which such changes were made; (e) any current bonus, commission or incentive plans or agreements for or with them; and (f) any outstanding loans or advances made to them. The Company has made available to Parent a list, as of the date of this Agreement, of all sales representatives and independent contractors engaged by the Acquired Companies and (a) their tax identification numbers and state or country of residence; (b) their payment arrangements; and (c) brief description of their jobs or projects currently in progress. Except as limited by any employment Contracts and except for any limitations of general application which may be imposed under applicable Law, each of the Acquired Companies has the right to terminate the employment of each of its employees at will and to terminate the engagement of any of its independent contractors without payment to such employee or independent contractor other than for services rendered through termination and without incurring any penalty or liability other than liability for severance pay in accordance with such Acquired Company’s severance pay policy. Except as listed in Section 3.15 of the Company Disclosure Letter, none of the Acquired Companies is a party to or bound by any union or collective bargaining agreement, nor is any such union or collective bargaining agreement currently being negotiated by or on behalf of any of the Acquired Companies. Since November 1, 1999, none of the Acquired Companies has experienced any strike, work stoppage, work slowdown, lockout or union organizing activity that has had a Material Adverse Effect, nor is there now pending or, to the knowledge of the Company, threatened any strike, work stoppage, work slowdown, lockout or union organizing activity which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company has historically used commercially reasonable efforts to execute agreements with independent contractors that contain restrictions that adequately protect the proprietary and confidential information of the Acquired Companies and vest in ...
