List of Employees, Etc. Schedule 5.16(b) sets forth a list of all employees and independent contractors of the Company Parties (limited to independent contractors that provide services exclusively to Company Parties) and their respective positions and the rates of all regular and special compensation and commissions payable to each such Person in any and all capacities and any regular or special compensation or commissions that will be payable to each such Person in any and all capacities as of the Closing Date other than the then current accrual of regular payroll compensation. Except as set forth on Schedule 5.16(b), the employees of the Company Parties are “at will” and the Company Parties’ do not employ any employee who cannot be dismissed immediately, whether currently or immediately after the Transactions, without notice and without further liability to such Company Party, other than liabilities under applicable Law. Schedule 5.16(b) sets forth all employment agreements entered into by any Company Party. Except as set forth on Schedule 5.16(b), no Company Party is a party to any independent contractor agreement or similar arrangement that cannot be terminated immediately.
List of Employees, Etc. Schedule 4.12(b) sets forth a list of the employees, consultants and independent contractors of the Company, their positions, their dates of hire, whether their status is active or inactive (and if inactive, the reason that they are inactive and their expected return to work date), their work status (full-time, part-time, temporary, casual, etc.), the rate of all regular and special compensation payable to each such person in any and all capacities and any regular or special compensation that will be payable to each such person in any and all capacities as of the Closing Date other than the then current accrual of regular payroll compensation. The Company has no Knowledge that any of the employees with respect to the Company’s business intends to terminate their employment relationship with the Company.
List of Employees, Etc. Schedule 5.9(b) sets forth a list of all officers, directors, employees (which term shall include any managing director), consultants and independent contractors of the Company, the rate of all regular and special compensation payable to each such Person in any and all capacities and any regular or special compensation that will be payable to each such Person in any and all capacities other than the then current accrual of regular payroll compensation, and any potentially existing change-in-control clause. Except as set forth on Schedule 5.9(b), the Company does not employ any employee who cannot be dismissed immediately, whether currently or immediately after the transactions contemplated by this Agreement and the Ancillary Agreements, without notice or cause and without further liability to the Company. To the Company’s Knowledge, no employee of the Company intends to terminate his or her employment relationship with the Company.
List of Employees, Etc. Schedule 4.12(b) sets forth a list of the current employees, consultants and independent contractors of the Company, their positions, their dates of hire, whether their status is active or inactive (and if inactive, the reason that they are inactive and their expected return to work date), their work status (full-time, part-time, temporary, casual, etc.), the rate of all regular and special compensation payable to each such person in any and all capacities and any regular or special compensation that will be payable to each such person in any and all capacities as of the Closing Date, in each case other than the then current accrual of regular payroll or other compensation. The Company has no knowledge that any of the employees with respect to the Company’s business intends to terminate their employment relationship with the Company.
List of Employees, Etc. Schedule 4.12(b) sets forth a list of all employees (including part-time employees) and consultants of the Company, the rate of all regular, bonus, and special compensation payable to each such Person in any and all capacities, and any regular, bonus, or special compensation that will be payable to each such Person in any and all capacities as of the date of this Agreement other than the then-current accrual of regular payroll compensation. Except as set forth on Schedule 4.12(b), the Company does not employ any employee who cannot be dismissed immediately, whether currently or immediately after the Closing of the transactions contemplated by this Agreement without notice and without further liability to the Company, subject to applicable Laws relating to employment discrimination, unemployment and/or workers’ compensation. The Shareholder has no knowledge that any employee of the Company intends to terminate his or her employment relationship with the Company.
List of Employees, Etc. Schedule 5.17(b)(i) lists, to the extent applicable, as of the date hereof, for each employee, consultant, sales representative, independent contractor, director of any Acquired Company or any other individual who provides services to any Acquired Company, his or her: name; title; employer; location; date of hire; exempt/non-exempt status; employment status (i.e., whether full-time, temporary, leased, etc.); active or inactive status (including type of leave, if any); accrued but unused vacation; base compensation, bonus/commission and total compensation for the prior year; and current annual base salary or hourly wage rate (or other compensation), target bonus/commission for the current year and total compensation for the current year to date and base compensation, bonus/commission and total compensation for the prior year. Except as set forth on Schedule 5.17(b)(ii), the employees of each Acquired Company are “at will” 35 4893-2596-7688v2 EMAIL\25717007 and no Acquired Company employs or engage any employee, independent contractor or sales representative who cannot be dismissed immediately, whether currently or immediately after the transactions contemplated by this Agreement and the Transaction Documents, without notice and without further liability to any Acquired Company, subject to applicable Laws relating to employment discrimination. To the Knowledge of the Sellers, no employee, independent contractor or sales representative of any Acquired Company intends to terminate his or her employment or other relationship with the applicable Acquired Company.
List of Employees, Etc. Schedule 6.12(a) sets forth a list of the employees, consultants and independent contractors of Sellers, their positions, their dates of hire, whether their status is active or inactive (and if inactive, the reason that they are inactive and their expected return to work date), their work status (full-time, part-time, temporary, casual, etc.), the rate of all regular and special compensation payable to each such person in any and all capacities and any regular or special compensation that will be payable to each such person in any and all capacities as of the Closing Date other than the then current accrual of regular payroll compensation. Except as set forth on Schedule 6.12(a), no member of the Seller Group has any Knowledge that any of the employees with respect to the Sellers’ business intends to terminate their employment relationship with Sellers.
List of Employees, Etc. Schedule 5.9(b) sets forth a list of all management board members, supervisory board members, employees (which term shall include any managing director), consultants and independent contractors of the Company, the rate of all regular and special compensation payable to each such Person in any and all capacities and any regular or special compensation that will be payable to each such Person in any and all capacities other than the then current accrual of regular payroll compensation, and any potentially existing change-in-control clause.
List of Employees, Etc. Section 5.9(b) of the Disclosure Schedule sets forth a list of all officers, directors, employees (which term shall include any managing director), consultants and independent contractors of the Company, the rate of all regular and special compensation payable to each such Person in any and all capacities and any regular or special compensation that will be payable to each such Person in any and all capacities other than the then current accrual of regular payroll compensation, and any potentially existing change-in-control clause. The Company does not employ any employee who cannot be dismissed immediately, whether currently or immediately after the transactions contemplated by this Agreement and the Ancillary Agreements, without notice or cause and without further liability to the Company. To the Company’s Knowledge, no employee of the Company intends to terminate his or her employment relationship with the Company.
List of Employees, Etc. Schedule 5.17 sets forth a list of all current employees, independent contractors and sales representatives of the Company and its Subsidiaries, their respective positions, locations, exempt or non-exempt status, and the rates of all regular and special compensation and commissions payable to each such Person in any and all capacities and any regular or special compensation or commissions that will be payable to each such Person in any and all capacities as of the Closing Date other than the then current accrual of regular payroll compensation. Except as set forth on Schedule 5.17, the employees of the Company and its Subsidiaries are “at will” and neither the Company nor any of its Subsidiaries employs any employee, independent contractor or sales representative who cannot be dismissed immediately, whether currently or immediately after the transactions contemplated by this Agreement and the Ancillary Agreements, without notice and without further liability to the Company or any of its Subsidiaries, as applicable. To the Knowledge of the Members, no employee, independent contractor or sales representative of the Company or any of its Subsidiaries intends to terminate his or her employment relationship with the Company or any of its Subsidiaries, as applicable.
