Employees; Independent Contractors. (a) Schedule 4.15(a) sets forth the names and titles of all employees of Westlake who perform services in or on behalf of the Center, and the annual rate of compensation (including bonuses) being paid to each such employee as of the most recent practicable date. The employees listed on Schedule 4.15(a), constitute all of the employees who are in any way necessary to the continued operation of the Center as it is now being conducted.
(b) Schedule 4.15(b) hereto contains a list of each employment, bonus, deferred compensation, pension, stock option, stock appreciation right, profit sharing or retirement plan, arrangement or practice and each other agreement or fringe benefit plan, arrangement or practice of Westlake, whether formal or informal, whether legally binding or not and whether affecting one or more of its employees who perform services in or on behalf of the Center. Copies of each such agreement or plan have hereto been delivered to AmSurg. Westlake does not have any commitment, whether formal or informal, and whether legally binding or not (i) to create any additional such agreement, plan, arrangement or practice; (ii) to modify or change any such agreement, arrangement, plan or practice; or (iii) to maintain for any period of time any such agreement, arrangement, plan or practice, except as described on Schedule 4.15(b).
(c) Schedule 4.15(c) hereto contains a list of all services provided to the Center for which Westlake contracts with third parties. Copies of each such agreement previously have been provided to AmSurg. Schedule 4.15(c) contains a description of each such oral agreement.
Employees; Independent Contractors. Set forth on Schedule 3.1.20 are the names and titles of all personnel employed by the Seller (“Employees”), including rates of remuneration, positions held and date of commencement of employment. Except as set forth on Schedule 3.1.20, the Seller does not have any liability in respect of former employees (or their dependents). Buyer shall neither assume any liability under any employee benefits prior to the Closing, nor be construed as the sponsor or administrator of such employee benefits prior to the Closing. Also set forth on Schedule 3.1.20 hereto is a complete list of all independent contractors, subcontractors, and agents (“Independent Contractors”) which are presently engaged by the Seller and an indication of which, if any, of such Independent Contractors cannot be terminated by the Seller on thirty (30) days’ notice or less, without penalty. To the Knowledge of the Seller, no Employee or Independent Contractor has been in violation of any term of any employment contract, independent contractor agreement, non-disclosure agreement, non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such Person to be employed or retained by the Seller because of the nature of the business conducted or presently proposed to be conducted by the Seller. To the Knowledge of the Seller, no other Employee or Independent Contractor is or has ever been in violation of any term of any employment contract, independent contractor agreement, non-disclosure agreement, non-competition agreement or restrictive covenant relating to the Business, except for such violations which have been cured prior to the date hereof.
3.1.20.1 As of the date hereof, no Employee or Independent Contractor working with respect to the Business has given notice to the Seller, nor does the Seller otherwise have any Knowledge, that any such Person intends to terminate his or her employment or independent contractor relationship with the Seller. The Seller is in compliance with all Laws concerning the classification of employees and independent contractors and has properly classified all such persons for all purposes and under all applicable Laws.
3.1.20.2 The Seller (i) is, and has at all times been, in compliance with all applicable Laws respecting employment, employment practices, terms and conditions of employment and wages and hours; (ii) has withheld and reported all amounts required by Law or by agreement to be withheld and reported from the wag...
Employees; Independent Contractors. During Executive's employment and the One Year Limitation Period, Executive will not, without Company's prior written consent, call upon, solicit, recruit, or assist others in calling upon, soliciting or recruiting any person who is or was an employee of Company during the One Year Restrictive Period.
Employees; Independent Contractors. During the Restricted Period, --------------------------------- Executive shall not, on his own behalf or on behalf of any Other Entity, recruit or hire, or attempt to recruit or hire, any employees or independent contractors of Company who were employed or engaged by Company, as the case may be, during the one (1) year period prior to the termination of his employment with Company (or shorter period if Executive has not then been engaged by Company for one (1) year).
Employees; Independent Contractors. (a) Part 3.19 of the Company's Disclosure Letter contains a complete and accurate list of (i) each employee or director of the Company and each Subsidiary, including each employee on leave of absence or layoff status, his or her job title, and current compensation; and (ii) each independent contractor of the Company and each Subsidiary, the type of services he or she provides and his current compensation.
(b) No employee or, to the knowledge of the Sellers, no independent contractor of the Company or any Subsidiary is a party to, or is otherwise bound by, any agreement or arrangement, including any confidentiality, noncompetition or proprietary rights agreement, between such employee and any other person that in any way adversely affects or will affect (i) the performance of his duties to the Company or any Subsidiary, or (ii) the ability of the Company or any Subsidiary to conduct its business.
(c) All persons rendering services to the Company or any Subsidiary have been properly characterized and treated as either employees or independent contractors, and neither the Company nor any Subsidiary has received notice of, nor do Sellers have any reason to believe that, such treatment will be challenged by the IRS or otherwise.
Employees; Independent Contractors. 15 3.20 LABOR RELATIONS; COMPLIANCE...........................15 3.21
Employees; Independent Contractors. (a) Schedule 3.16(a) sets forth a true, correct and complete list of all current employees, managers, and officers of the Seller (collectively, the “Employees”) showing each of their names, the identity of their employer, job titles, exemption classification under the Fair Labor Standards Act of 1938, as amended (“FLSA”), status (full-time or part-time, active or inactive), current annual compensation, bonuses, commissions, deferred or contingent compensation, pension, accrued and unused vacation and other paid leave, sick and paid time off, paid or payable (in cash or otherwise). Except as set forth in Schedule 3.16(a), the employment or term of service of all Employees is terminable at will, which means that their employment can be terminated at any time, with or without notice, for any reason or no reason at all without penalty or severance.
(b) Schedule 3.16(b) sets forth a true and correct list of all independent contractors (collectively, “Independent Contractors”) that are presently engaged by the Seller and an indication of which, if any, of such Independent Contractors cannot be terminated on thirty (30) days’ notice or less or at any time, without Liability other than fees, costs and remuneration accrued through the effective time of termination.
(c) To the Knowledge of the Seller, within the past one (1) year, no Employee or Independent Contractor has been in violation in any material respect of any employment contract, non-disclosure agreement, non-competition agreement or restrictive covenant to a former employer relating to the right of any such Person to be employed or retained by the Seller because of the nature of the business conducted by the Seller. To the Knowledge of the Seller, within the past one (1) year, no Employee, former employee or Independent Contractor has been in violation in any material respect of any enforceable employment contract, nondisclosure agreement, non-competition agreement or restrictive covenant in respect of an agreement or Contract between the Seller, on the one hand, and that Employee, former employee or Independent Contractor, on the other hand.
(d) The Seller is compliant in all material respects with the Immigration and Nationality Act, the Immigration Reform and Control Act of 1986, and other applicable Laws regarding work authorization and the employment of individuals who are not citizens of the United States, all as amended from time to time (collectively the “Immigration Laws”). To the Knowledge of t...
Employees; Independent Contractors. (a) The Company has provided to Parent a list of all employees of the Company and its Subsidiaries immediately before the Effective Time (“Employees”), along with the position, date of hire and the annual rate of compensation of each such person (including salary or, with respect to Employees compensated on an hourly or per diem basis, the hourly or per diem rate of compensation and estimated or target annual incentive compensation), and has identified any Employees in the United States who are on a Company-approved leave of absence and the type of such approved leave and any Employees outside of the United States who to the knowledge of the Company are on a Company-approved leave of absence and the type of such approved leave. Except as set forth in Section 5.13(a) of the Company Disclosure Schedule, to the knowledge of the Company, each such Employee has entered into a confidentiality and assignment of inventions agreement with the Company or a Subsidiary of the Company.
(b) The Company has provided to Parent a list of all companies or individuals performing independent consulting services or under contract to perform such services in the future for fees in excess of $100,000 for the Company or any of its Subsidiaries and to the knowledge of the Company such list is complete and accurate as of the Effective Time. To the knowledge of the Company, the Company and its Subsidiaries have properly classified all such independent contractors under applicable Law.
(c) Except as set forth in Section 5.13(c)(i) of the Company Disclosure Schedule, to the knowledge of the Company, no employee identified on Section 5.13(c)(ii) of the Company Disclosure Schedule (“Key Employee”) has notified the Company in writing or verbally informed any other Key Employee of such Key Employee’s intention to terminate employment with the Company or any of its Subsidiaries or of such Key Employee’s receipt of an offer of employment from another employer.
(d) Except as set forth in Section 5.13(d) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement or otherwise required to bargain with any union, nor has any of them experienced within the last twenty four months any strikes or other industrial actions, grievances, claims of unfair labor practices, or other collective bargaining disputes or trade disputes. No organizational effort has been made or threatened by or on behalf of any labor union (...
Employees; Independent Contractors. (a) To the knowledge of the Shareholder, no employee or independent contractor of the Company is a party to, or is otherwise bound by, any agreement or arrangement, including any confidentiality, noncompetition, or proprietary rights agreement, between such employee and any other person ("Proprietary Rights Agreement") that in any way adversely affects or will affect (i) the performance of his duties to the Company, or (ii) the ability of the Company to conduct its business.
(b) All persons rendering services to the Company have been properly characterized and treated as either employees or independent contractors, and the Company has not received notice of, nor does the Shareholder have any reason to believe that, such treatment will be challenged by the IRS or otherwise.
Employees; Independent Contractors. Each Party shall provide all of the Services through its Personnel.
