Common use of Employees and Independent Contractors Clause in Contracts

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 TD Transferor, accrued vacation, and other similar entitlements of Employees and the past service of the Employees with the TD Transferor and any prior service for which the TD 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 TD Transferor or Transferee of an Employee or termination thereof by the TD Transferor or Transferee, except that the TD Transferor shall bear any termination costs owing as a direct result of the transfer of the Service Operations, other than those termination costs attributable to an Employee's refusal to accept employment with the Transferee; or (ii) the retainer by TD Transferor or the Transferee of an Independent Contractor or termination of that retainer by TD Transferor or the Transferee.

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 TD TDSI Transferor, accrued vacation, and other similar entitlements of Employees and the past service of the Employees with the TD TDSI Transferor and any prior service for which the TD 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 TD TDSI Transferor or Transferee of an Employee or termination thereof by the TD TDSI Transferor or Transferee, except that the TD TDSI Transferor shall bear any termination costs owing as a direct result of the transfer of the Service OperationsTransferred Business, other than those termination costs attributable to an Employee's refusal to accept employment with the Transferee; or (ii) the retainer by TD TDSI Transferor or the Transferee of an Independent Contractor or termination of that retainer by TD TDSI Transferor or the Transferee.

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 TD TDSI Transferor, accrued vacation, and other similar entitlements of Employees and the past service of the Employees with the TD TDSI Transferor and any prior service for which the TD 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 TD TDSI Transferor or Transferee of an Employee or termination thereof by the TD TDSI Transferor or Transferee, except that the TD TDSI Transferor shall bear any termination costs owing as a direct result of the transfer of the Service OperationsTransferred Business, other than those termination costs attributable to an Employee's ’s refusal to accept employment with the Transferee; or (ii) the retainer by TD TDSI Transferor or the Transferee of an Independent Contractor or termination of that retainer by TD TDSI Transferor or the Transferee. (d) Without limiting Section 7.6(a), the Transferee shall also employ or retain persons on short or long term disability or workers compensation leave, child care leave or any other approved paid or unpaid leave of absence who at the time of their disability, injury or the commencement of their leave were employed or retained in the Transferred Business.

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 TD Transferor, accrued vacation, and other similar entitlements of Employees and the past service of the Employees with the TD Transferor and any prior service for which the TD 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 TD Transferor or Transferee of an Employee or termination thereof by the TD Transferor or Transferee, except that the TD Transferor shall bear any termination costs owing as a direct result of the transfer of the Service Operations, other than those termination costs attributable to an Employee's ’s refusal to accept employment with the Transferee; or (ii) the retainer by TD Transferor or the Transferee of an Independent Contractor or termination of that retainer by TD Transferor or the Transferee. (d) Without limiting Section 7.6(a), the Transferee shall also employ or retain persons on short or long term disability or workers compensation leave, child care leave or any other approved paid or unpaid leave of absence who at the time of their disability, injury or the commencement of their leave were employed or retained in the Service Operations. (e) The Parties agree to comply with the provisions relating to pensions set out in Schedule “D” hereof. (f) It is acknowledged that the TD Transferor provides an unfunded benefit plan known as Executive Benefit Plan for some of the Employees and it is agreed by the parties that the TD Transferor will continue to provide such benefits with respect to employment with the TD Transferor prior to the Employee Transfer Date and with respect to employment with the Transferee on and after the Employee Transfer Date.