Employees; Contractors. The Seller has not granted to any person or authorized any person to retain any rights in any Seller owned Purchased Assets. All persons who have contributed to the Purchased Assets which are owned or purported to be owned by Seller (i) have executed a valid and enforceable agreement assigning all of such person’s rights in and to such Seller owned Purchased Assets to the Seller; and (ii) have executed and are legally bound by valid and enforceable nondisclosure agreement applicable to the Seller’s confidential information and trade secrets to which the Seller is the beneficiary either directly or indirectly.
Employees; Contractors. During the period in which Executive is employed by Company and for the Restricted Period, Executive shall not engage in the following activities either through or on behalf of Executive, a third party or another person/entity, whether directly or indirectly: (A) solicit, entice or persuade, or attempt to solicit, entice or persuade, any other employees of or consultants to Company to leave the services of Company or any parent, subsidiary or affiliate of Company for any reason; or (B) employ, cause to be employed, or solicit the employment or services of any employee of or consultant to Company or any parent, subsidiary or affiliate of Company while any such person is providing services to Company or any parent, subsidiary or affiliate of Company or within six (6) months after any such person ceases providing services to Company or any parent, subsidiary or affiliate of Company.
Employees; Contractors. An accurate and complete list of all employees and independent contractors of each Seller (including candidates with extended offers) and related information is set forth in Schedule 3.6, including current annual salary or hourly rate of pay, title, position, classification, bonus paid in 2012 and 2013, accrued vacation or paid time off, amount of any severance payable to such employee, if any, in the event of such employee’s termination without cause, date of hire, current status as either active or on leave, and location of employment. Except as listed in Schedule 3.6, all of PC Seller’s employed or contracted Providers have active privileges for their current work location and the proper H1-B or J-1 visas, as applicable. No Seller has made any written or oral promise to any employee or independent contractor regarding a guarantee of employment with any Acquiror, any increase in his or her annual fees, compensation, benefits or any severance or similar payments in connection with such employee’s, independent contractor’s or candidate’s employment or engagement or continued employment or engagement with any Acquiror. Except as listed in Schedule 3.6, no employee, independent contractor or candidate of a Seller terminated through the Closing Date is entitled to any severance payments, termination allowance or similar payments as a result of such termination that will continue beyond the Closing Date. Management Seller does not employ or contract with any persons to engage in or provide medical services. Owners and all Providers employed by or contracted with PC Seller who will be employed by PC Buyer as of the Closing Date meet the following criteria:
(a) For all Providers, except as listed in Schedule 3.6, (i) to Selling Group’s Knowledge, each Provider (A) is actively enrolled in the Medicare and Medicaid programs and all Medicare and Medicaid xxxxxxxx for such Provider have been properly submitted under the Provider’s UPIN number(s) with PC Seller; (B) is not currently excluded, debarred or otherwise ineligible to participate in federal health care programs (as defined at 42 U.S.C. § 1320a-7b(f)), (C) has never been convicted of a criminal offense related to the provision of health care items or services but has not yet been excluded, debarred or otherwise declared ineligible to participate in federal health care programs; and (ii) to Selling Group’s Knowledge, there are no circumstances which may result in the exclusion of PC Seller or any Provider fro...
Employees; Contractors. Azenta will not allow access to any Customer Content or provide, disclose, transmit, or otherwise make any Customer Content available to any contractor or other third party other than any contractors approved by Customer pursuant to the Agreement without Customer’s prior specific written consent. Each Azenta employee and contractor that will have access to Customer Content must be bound by written confidentiality and data privacy and security obligations at least as restrictive as those in this Exhibit.
Employees; Contractors. Solazyme, Inc. and Solazyme Brazil agree that they will not permit an employee or contractor (or any employee or contractor of a member of the Solazyme Group) to conduct work on or related to this Agreement or the Project Plans unless such employee or contractor has executed a written agreement in favor of Solazyme, Inc. or Solazyme Brazil containing (i) confidentiality provisions no less stringent than those contained in this Agreement and (ii) provisions assigning to Solazyme, Inc. or Solazyme Brazil any invention or discovery made by such employee or contractor in connection with the performance of the applicable Project Plan(s).
Employees; Contractors. Subcontractor’s Insurance. For all of Manager’s employees and all contracts or work orders procured by Manager, Manager shall maintain and require all contractors and subcontractors entering upon the Property to perform services to maintain insurance coverage at the contractor’s or subcontractor’s expense, in the following minimum amounts: (a) Worker’s Compensation insurance for the statutory amount or Five Hundred Thousand Dollars ($500,000), whichever is higher; (b) employer’s liability insurance for the statutory amount or Five Hundred Thousand Dollars ($500,000), whichever is higher; (c) comprehensive auto liability insurance covering the use of all owned, non-owned and hired automobiles with bodily injury and property damage limits of One Million Dollars ($1,000,000) per occurrence; and (d) commercial general liability with a combined single limit of at least Five Million Dollars ($5,000,000) as to Manager and One Million Dollars ($1,000,000) as to contractors and subcontractors. Manager shall obtain Owner’s permission before altering or waiving any of the above requirements or limits. For any contract or series of related contracts with the same party which total in excess of Five Thousand Dollars ($5,000), Manager shall obtain and keep on file a certificate of insurance which shows that each contractor and subcontractor is so insured and which names Owner, Property Manager and Property as additional insureds.
Employees; Contractors. (a) Since the incorporation of Company (or any predecessor entity, if applicable), Company (i) has been in material compliance with all applicable federal, state and local laws and regulations, codes of practice, customs and practices respecting employment and employment practices, including, without limitation, hiring, termination of employment, nondiscrimination in employment, disability, civil rights, immigration, pay equity, terms and conditions of employment, classification, the Fair Labor Standards Act and its state law equivalents, Family Medical Leave Act, COBRA, and occupational safety and health, (ii) has not engaged in any unfair labor practices, (iii) has withheld all amounts required by law or by agreement to be withheld from the wages, salaries and other payments to its employees or contractors, including any common law employees, and is not liable for any arrears of wages (including commissions, bonuses, overtime, vacation pay or other compensation) or any Taxes or any penalty for failure to comply with any of the foregoing (or, if any arrears, penalty, or interest were assessed against Company regarding the foregoing, it has been fully satisfied), and (iv) has not incurred any substantial liability for breach of any contract of service or for fees, for redundancy payments, protective awards or for compensation for wrongful dismissal, unfair dismissal or for failure to comply with any order for the reinstatement or re-engagement of any employee or for any other liability accruing from the termination of any contract of employment or for services.
(b) Section 3.1.11(b) of the Company Disclosure Schedule lists the following information: (i) for each current employee: name, date of hire, job title, current annual base compensation, future bonuses payable, and vacation accrued as of October 31, 2012; (ii) for each terminated employee: name, date of hire, job title, date of termination, reason for termination, and former annual base compensation; and (iii) for each current director: name. The lists corresponding to clause (i) and (iii) of the foregoing sentence, in aggregate, includes, but is not limited to, all persons who are reasonably necessary to operate Company’s business as currently conducted and to generate Company’s budgeted revenue through December 31, 2013.
(c) Section 3.1.11(c) of the Company Disclosure Schedule lists the following information: for each current or recently-terminated contractor: name, date of hire, job title, status,...
Employees; Contractors. Obligations relating to employment of people of Goa
Employees; Contractors. (i) Section 3.14(c)(i) of the Disclosure Schedules contains a list of the names, principal work location and leave status of all current employees of the Sellers that are primarily dedicated to the Business (“Employees”).
(ii) Section 3.14(c)(ii) of the Disclosure Schedules contains a list of the names and principal work location of all contractors that are primarily dedicated to the Business (“Contractors”).
(iii) The Sellers have delivered or made available (in a virtual data room) to the Buyer (A) a list of the current annual salary rates or current hourly wages, as applicable, bonus opportunity, hire date, accrued vacation and paid-time-off of the Employees and each such Employee’s status as being exempt or nonexempt from the application of state and federal wage and hour Laws applicable to employees who do not occupy a managerial, administrative, or professional position and (B) a list of the wages of the Contractors. No Employee or Contractor has provided notice to the Seller of the termination of his or her employment or engagement.
Employees; Contractors. Each Party shall not permit an employee or contractor of such Party (or of any Affiliate) to conduct work on or related to the Research Program unless such employee or contractor has executed a written agreement in favor of such Party (or its Affiliate) containing (i) confidentiality provisions consistent with those contained in this Agreement, and (ii) provisions assigning to such Party (or its Affiliate) any invention or creation made by such employee or contractor related to the Research Program, and all pertinent Intellectual Property rights thereto.
