Common use of Employees and Independent Contractors Clause in Contracts

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. Schedule 4.14 contains 4.13A is a true list of -------------------------------------- all of Seller's employees engaged (full time or part time) in the Division's business and complete (a) their titles or responsibilities; (b) their social security numbers and principal residence address; (c) their dates of hire; (d) their current salaries or wages; (e) their last compensation changes and the dates on which such changes were made; (f) any specific bonus, commission or incentive plans or agreements for or with them; and (g) any outstanding loans or advances made to them. Schedule 4.13B is a list of all sales representatives and independent contractors engaged in Division's business, their tax identification numbers and states of the Business Employees residence, their payment arrangements (whether full-time, part-time if not set forth in a Contract listed 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 agreementdescribed on Schedule 4.12), work locationand a brief description of their jobs or projects currently in progress. Except as limited by any employment Contracts listed on Schedule 4.12 and except for any limitations of general application which may be imposed under applicable employment Laws, length Seller has the right to terminate the employment of service, hours each of service, respectively, together with a notation next its employees engaged in the Division's business at will and to terminate the name engagement of any of its independent contractors engaged in the Division's business 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 Seller's disclosed severance pay policy. Seller is in compliance in all material respects with all Laws respecting employment practices. Seller has never 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 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 behalf 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 AgreementDivision's business. Neither Seller has received a pending claim from not experienced any Governmental Entity labor problem that was or is material to the effect that such Seller has improperly classified Division's business. Except as an independent contractor any Person named as an Independent Contractor on Schedule 4.14. Unless otherwise indicated on Schedule 4.144.13A, and except in connection with to the JCO RIFSeller's knowledge, as of the date hereofsince September 1, 1997, no Business Employee or Independent Contractor key employee of Seller engaged in the Division's business has given written notice, or has been given notice by either Seller or any of its respective Affiliates, of indicated an intent intention 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 formSeller.

Employees and Independent Contractors. Schedule 4.14 4.13 contains a true and complete list of all of the Business Employees employees (whether full-time, part-time or otherwise) and all of the Independent ContractorsContractors employed or contracted by the Sellers or their Affiliates primarily in connection with the Business, in each case as of the date hereof, specifying their position, status, annual annualized 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, or hours of service, respectively, together with a notation next to the name of any employee or independent contractor Independent Contractor on such list who is subject to any written Employment Agreement aside from the CBAsLabor Agreements. The Schedule 4.13 sets forth a list of all such Employment Agreements, and the Sellers have provided to the Purchaser true, true and correct and complete copies of each such Employment Agreement. To the Sellers’ Knowledge, except as set forth in Schedule 4.13, the Employment Agreements or the CBAsLabor Agreements, neither Seller none of the Sellers 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 None of the Sellers nor their Affiliates has received a pending claim from any Governmental Entity to the effect that such Seller Person has improperly classified as an independent contractor any Person named as an Independent Contractor on Schedule 4.144.13. Unless otherwise indicated on Schedule 4.14, and except in connection with the JCO RIF4.13, as of the date hereof, no Business Employee or Independent Contractor has given written notice, or has been given notice by either Seller any of the Sellers or any of its respective their Affiliates, of an intent to terminate his or her employment or independent contractor relationship with either Seller any of the Sellers or any of its respective their 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.