Common use of Employees; Independent Contractors Clause in Contracts

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. (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 their 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 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 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. (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 To the knowledge of the SellersCompany's knowledge, no employee nor 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 does Seller reasonably believe that, such treatment will be challenged by the IRS or otherwise.