Employees of Manager. (1) Manager, as an independent contractor, has the authority to control and direct the management and operation of the Properties in accordance with the terms hereof.
(2) All persons employed in connection with the management and operation of the Properties (“Manager’s Employees”) shall be employees of Manager or such consultants, independent contractor or contractors as may be retained by Manager and not employees of Owner.
Employees of Manager. The Manager has not been notified that any of its executive officers or key employees named in the Registration Statement, the General Disclosure Package and the Prospectus (each, a “Company-Focused Professional”) plans to terminate his or her employment with the Manager. Neither the Manager nor, to the knowledge of the Manager, any Company-Focused Professional is subject to any noncompete, nondisclosure, confidentiality, employment, consulting or similar agreement that would be violated by the present or proposed business activities of the Company or the Manager as described in the Registration Statement, the General Disclosure Package and the Prospectus.
Employees of Manager. Manager shall employ, discharge and supervise all employees necessary, in Manager’s reasonable discretion, for the performance of Manager’s duties hereunder. Within the guidelines established in the Operating Budget, Manager shall determine the compensation and fringe and other benefits to be provided each employee. All personnel hired by Manager shall be employees of Manager and all compensation and other employment expenses related thereto shall be paid from the Operating Account or otherwise at the expense of Owner. Manager shall be responsible to Owner for the conduct of such employees, so long as such employees are acting within the scope of their employment. Manager shall fully comply with and shall have sole responsibility for (subject to the right of Manager to use funds from the Operating Account to the extent provided in the approved Operating Budget) all Governmental Regulations having to do with workmen’s compensation, social security, unemployment insurance, hours of labor, wages, working conditions, the hiring and termination of employees and other related matters. Manager shall be responsible for the preparation of and shall timely file all payroll tax reports and timely make payments of all withholding and other payroll taxes with respect to each employee. Manager represents that it is and will continue to be an equal opportunity employer and will advertise (to the extent Manager elects to advertise) as such. To the extent not already included in the Operating Budget, Manager shall provide to Owner a schedule of employees to be employed “on-site” in the direct management of the Project. This schedule shall list the number of employees, their title and salary, the employees who are bonded or covered under Manager’s fidelity and fraud bond, and any additional employees whose salaries may from time to time be charged pro rata to the Project for direct services rendered to the Project, such additional employees being subject to the approval of Owner, which approval shall not be unreasonably withheld. Manager shall cause all personnel who handle or are responsible for the safekeeping of monies of Owner to be covered by a fidelity bond in an amount equal to but not less than two (2) months’ gross potential income from the Project with a company approved by Owner, in its reasonable discretion.
Employees of Manager. It is specifically agreed that all personnel employed in connection with the on-site operation of the Property shall be employees of Manager and not of Owner, and will be hired, paid, trained, supervised and discharged by Manager; although the salaries or wages of all such employees shall be considered Costs of Operation for which Manager shall be entitled to be reimbursed hereunder, Manager shall be directly responsible for the servicing of payroll and all payroll withholding taxes and reports in connection with such employees.
Employees of Manager. Manager shall employ such of its personnel as deemed necessary by Manager for the performance of
Employees of Manager. (a) All JV Employees, including the CEO and members of the Senior Executive Team, will be remunerated in a manner that is consistent with the WA Iron Ore JV’s objectives, subject to:
(i) the value of pre-existing entitlements of employees that are to be transferred to the Manager being preserved; and
(ii) the WA Iron Ore JV meeting those pre-existing entitlements and paying any redundancy costs.
(b) Each Owner and the Manager must ensure that:
(i) the CEO and each member of the Senior Executive Team:
(A) is employed on an exclusive basis by the Manager and is not employed by, or seconded from, an Owner or its Affiliates;
(B) during the period of such employment:
(1) is not an Officer, and does not sit on any committee, council or other oversight group, of an Owner or its Affiliates; and
(2) does not report, or provide information, to one Owner or its Affiliates, but not the other Owner or its Affiliates, except as required under this Agreement or the Ring-Fencing Protocol; and
(C) is not engaged through any relationship of employment, consultancy or other arrangement by either Owner Parent or its Affiliates within 18 months of ceasing to hold their position of CEO or Senior Executive Team member, without the approval of the Owners’ Council; and
(ii) the Manager’s principal place of business and that of any JV Entity is in a building that is not occupied by any part of the global iron ore business of either Owner, or branded with the name of either Owner.
(c) No Owner has the right to second employees to the WA Iron Ore JV or appoint persons to specific positions within the WA Iron Ore JV.
(d) The Owners and their Affiliates must not provide any commitment, reassurance or representation of employment or re-employment of any JV Employee who is a member of the Senior Executive Team or a direct report of the Senior Executive Team either as part of the process of engagement for employment by the Manager or during the period of employment by the Manager of any such JV Employee. West Australian Iron Ore Production Joint Venture Agreement
(e) The Owners and their Affiliates must not offer to employ, or seek to employ, a JV Employee who is a member of the Senior Executive Team or a direct report of the Senior Executive Team, without the prior approval of the Owners’ Council.
Employees of Manager. (a) All JV Employees, including the CEO and members of the Senior Executive Team, will be remunerated in a manner that is consistent with the WA Iron Ore JV’s objectives, subject to:
(i) the value of pre-existing entitlements of employees that are to be transferred to the Manager being preserved; and
(ii) the WA Iron Ore JV meeting those pre-existing entitlements and paying any redundancy costs.
(b) Each Owner and the Manager must ensure that:
(i) the CEO and each member of the Senior Executive Team:
Employees of Manager. Except as disclosed in the Current Reports on Form 8-K filed by the Company with the Commission on August 14, 2017 and August 21, 2017, the Manager has not been notified in writing that any of its executive officers or key employees named in the Registration Statement and the Prospectus (each, a “Company-Focused Professional”) plans to terminate his or her employment with the Manager. Neither the Manager nor, to the knowledge of the Manager, any Company-Focused Professional is subject to any noncompete, nondisclosure, confidentiality, employment, consulting or similar agreement that would be materially violated by the present or proposed business activities of the Company or the Manager as described in the Registration Statement and the Prospectus.
Employees of Manager. All persons employed at the expense of Owner in connection with the Operational Activities shall be employees of Manager, consultants or independent contractors retained by Manager.
Employees of Manager. Manager shall have in its employ at all times a sufficient number of employees as Manager deems appropriate in its sole discretion to properly manage, operate, maintain, and account for the Project, and may offer employment to any and all active employees of LLIDA performing services in connection with the Project. All matters pertaining to the employment, training, supervision, compensation, promotion, and discharge of employees of Manager (whether or not formerly employed by LLIDA) are and will be the responsibility of, and are and will be in the sole discretion of, Manager which, in all respects, is and will be the employer of all such employees. LLIDA will have neither the right, nor the obligation, to hire, supervise, or discharge any of employees of Manager. Manager and LLIDA shall fully comply with all applicable federal, state and local laws and regulations respecting employment and employment practices, terms and conditions of employment, immigration, workmen's compensation, social security, unemployment insurance, hours of labor, wages, working conditions, and other employer-employee related subjects with respect to any of their respective employees prior to, during and after the term of this Agreement. Manager will be responsible for payment of, from amounts available from time to time in the Operating Account or otherwise provided by LLIDA, all salaries, wages, fringe benefits, other remuneration, worker's compensation insurance, social security taxes, unemployment insurance and other taxes or levies now in force or hereafter imposed by any governmental authority with respect to Manager's employees who work at the Project, including persons who are currently employees of Manager or its parent, and who are either engaged full-time in the performance of the obligations of Manager under this Agreement, or are fulfilling roles currently performed by employees of LLIDA, including, but not limited to, employees of LLIDA engaged in the marketing services, human resources, finance, accounting, safety or security services, and the executive officer (collectively, the "Project Employees"), as well as all expenses incurred in connection with the hiring, training, and maintenance of such employees, and all travel expenses incurred in connection with the management and operation of the Project, including, but not limited to all salaries, wages, other remuneration, funding for fringe benefits and any benefits provided by any employee benefit plan, worker's c...
