Common use of Officers and Employees Clause in Contracts

Officers and Employees. Schedule 4.15 contains a correct and complete list of (a) all of the officers of the Company, specifying their position, annual rate of compensation, work location, length of service, and other benefits provided to each of them, respectively, and (b) all of the employees (whether full-time, part-time or otherwise) and independent contractors of the Company, specifying their position, status, annual salary, hourly wages, work location, length of service, other benefits provided to each of them, respectively, consulting or other independent contractor fees, together with an appropriate notation next to the name of any officer or other employee on such list who is subject to any written Employment Agreement or any other written term sheet or other document describing the terms or conditions of employment of such employee or independent contractor or of the rendering of services by such independent contractor. Except as set forth on Schedule 4.15, the Company is not a party to or bound by any Employment Agreement. The Members have provided to the Purchaser correct and complete copies of each Employment Agreement to which the Company is a party, or by which it is otherwise bound. Each such Employment Agreement is legal, valid, binding and enforceable in accordance with its respective terms with respect to the Company. There is no existing default or breach by the Company under any Employment Agreement (or event or condition that, with notice or lapse of time or both, could constitute a default or breach) and there is no such default (or event or condition that, with notice or lapse of time or both, could constitute a default or breach) with respect to any third party to any Employment Agreement. Neither the Company nor the Members have received a claim from any Governmental Entity to the effect that the Company has improperly classified as an independent contractor any Person named on Schedule 4.15. None of the Company nor the Members have made any verbal commitments to any officer, employee, former employee, consultant or independent contractor of the Company with respect to compensation, promotion, retention, termination, severance or similar matters in connection with the transactions contemplated hereby or otherwise. Except as indicated on Schedule 4.15, all officers and employees of the Company are active on the date hereof.

Officers and Employees. Schedule 4.15 4.15(a) contains a correct and complete list of (a) all of the officers of the Companyeach Seller, specifying their position, annual rate of compensation, work location, length of service, and other benefits provided to each of them, respectively, and (b) all of the employees (whether full-time, part-time or otherwise) and independent contractors of each Seller as of the Companydate hereof, specifying their position, status, annual salary, hourly wages, work location, length of service, other benefits provided to each of them, respectively, consulting or other independent contractor fees, together with an appropriate notation next to the name of any officer or other employee on such list who is subject to any written Employment Agreement or any other written term sheet or other document describing the terms or conditions of employment of such employee or independent contractor or of the rendering of services by such independent contractor. Except as set forth on Schedule 4.154.15(b), the Company no Seller is not a party to or bound by any Employment AgreementAgreement or any other written term sheet or other document with respect to the terms or conditions of employment of any Person. The Members have Seller Parent has provided (or made available) to the Purchaser Parent true, correct and complete copies of each Employment Agreement to which the Company any Seller is a party, or by which it any of them is otherwise bound. Each such Employment Agreement is legal, valid, binding and enforceable in accordance with its respective terms with respect to the Companyany Seller, as applicable. There is no existing default or breach by the Company of any Seller, as applicable, under any Employment Agreement (or event or condition that, with notice or lapse of time or both, both could constitute a default or breach) and and, to the Sellers’ Knowledge, there is no such default (or event or condition that, with notice or lapse of time or both, could constitute a default or breach) with respect to any third party to any Employment Agreement. Neither the Company nor the Members have No Seller has received a claim from any Governmental Entity to the effect that the Company any Seller has improperly classified as an independent contractor any Person named listed on Schedule 4.154.15(a). None of the Company nor the Members have No Seller has made any verbal commitments to any officer, employee, former employee, consultant or independent contractor of the Company any Seller or any other Person with respect to compensation, promotion, retention, termination, severance or similar matters in connection with the transactions contemplated hereby or otherwise. Except as indicated on Schedule 4.154.15(c), all officers officers, employees and employees independent contractors of the Company each Seller are active on the date hereof.

Officers and Employees. Schedule 4.15 4.16 contains a correct and complete list of (a) all of the officers of the CompanyCompany and each of its Subsidiaries, specifying their position, annual rate of compensation, work location, location and length of service, service and other benefits provided to each of them, respectively, respectively and (b) all of the other employees (whether full-time, part-time or otherwise) and independent contractors of the CompanyCompany and each of its Subsidiaries as of the date hereof who have received or who are reasonably expected to receive a base salary in excess of $150,000 for the twelve month period ended January 31, 2004, specifying their position, status, annual salary, hourly wages, work location, location and length of service, service and with respect to employees other benefits provided to each of them, respectivelyand with respect to independent contractors, consulting or other independent contractor fees, together with an appropriate notation next to the name of any officer or other employee or independent contractor on such list who is subject to any written Employment Agreement or any other written term sheet or other document describing the terms or conditions of employment of such employee or independent contractor or of the rendering of services by such independent contractor. Except as set forth on Schedule 4.154.16, neither the Company nor any of its Subsidiaries is not a party to or bound by any Employment Agreement. The Members have Company has provided or made available to the Purchaser correct and complete copies of each Employment Agreement to which the Company or any of its Subsidiaries is a party, or by which it any of them is otherwise bound. Each such Employment Agreement is legal, valid, binding and enforceable in accordance with its respective terms with respect to the Company. There is no existing material default or material breach by of the Company or any of its Subsidiaries, as applicable, under any Employment Agreement (or event or condition that, with notice or lapse of time or both, both could constitute a material default or material breach) and there is no such material default (or event or condition that, with notice or lapse of time or both, could constitute a material default or material breach) with respect to any third party to any Employment Agreement. Neither the Company nor the Members have any of its Subsidiaries has received a claim from any Governmental Entity to the effect that the Company or any of its Subsidiaries has improperly classified as an independent contractor any Person named on Schedule 4.154.16. None To the Knowledge of the Company, neither the Company nor the Members have any of its Subsidiaries has made any verbal commitments to any officer, employee, former employee, consultant or independent contractor of the Company or any of its Subsidiaries with respect to compensation, promotion, retention, termination, severance or similar matters in connection with the transactions contemplated hereby or otherwise. Except as indicated on Schedule 4.15, all officers and employees of the Company are active on the date hereof.

Officers and Employees. Schedule 4.15 4.16(a) contains a correct true and complete list of (a) all of the officers of the Companyofficers, specifying their position, annual rate of compensation, work location, length of service, and other benefits provided to each of them, respectively, and (b) all of the employees (whether full-time, part-time or otherwise) and independent contractors of the Company, each Company specifying their position, statusstatus or classification, annual salaryrate of compensation, hourly wages, work location, length date of service, other benefits provided to each of them, respectivelyhire, consulting or other independent contractor feesfees (if applicable), together with an appropriate notation next to the name of any officer or other employee those Persons on such list who is are subject to any written Employment Agreement or any other written term sheet or other document describing the terms or conditions of employment of such officer or employee or independent contractor or of the rendering of services by such independent contractor. Except as set forth on Schedule 4.154.16(a), the neither Company is not a party to or bound by any Employment Agreement, whether written or oral. The Members have Shareholder has provided to the Purchaser true, correct and complete copies of each such written Employment Agreement to which (other than standard offer letters in the Company is a party, or by which it is otherwise boundform attached hereto as Schedule 4.16(b)) and an accurate summary of the terms of each such oral Employment Agreement. Each such Employment Agreement is legal, valid, binding and enforceable in accordance with its respective terms with respect to the applicable Company. There is no existing material default or breach by the of either Company under any Employment Agreement (or event or condition that, with notice or lapse of time or both, both could constitute a material default or breach) and and, to the Knowledge of the Shareholder, there is no such default (or event or condition that, with notice or lapse of time or both, could constitute a default or breach) with respect to any third party to any Employment Agreement. Neither the Company nor the Members have received a claim from any Governmental Entity to the effect that the Company has improperly classified as an independent contractor any Person named on Schedule 4.15Person. None of the Neither Company nor the Members have has made any verbal commitments to any officer, employee, former employee, consultant or independent contractor of the either Company with respect to compensation, promotion, retention, termination, severance or similar matters in connection with the transactions contemplated hereby or otherwise. Except as indicated on Schedule 4.154.16, all officers and employees of the each Company are active on the date hereof.

Officers and Employees. Schedule 4.15 4.13(a) contains a true, correct and complete list of (a) all of the officers of the CompanySeller, specifying their position, annual rate of compensation, work location, length of service, and any other non-standard benefits provided to each of them, respectively, them and (b) all of the employees (whether full-time, part-time or otherwise) and individual independent contractors of the CompanySeller, specifying their position, status, annual salary, hourly wages, work location, length of service, other non-standard benefits provided to each of them, respectively, consulting or other independent contractor fees, together with an appropriate notation next to the name of any officer or other employee on such list who is subject to any written Employment Agreement or any other written term sheet or Contract (other document than a standard offer letter) describing the terms or conditions of employment of such employee or independent contractor or of the rendering of services by such individual independent contractor. All of the officers, employees and individual independent contractors of the Seller required to be disclosed on Schedule 4.13(a) are legally eligible for their employment or contracting services under applicable Law and Seller is in compliance with all applicable Laws pertaining to immigration and work authorization. Except as set forth on Schedule 4.154.13(b), the Company Seller is not a party to or bound by any Employment AgreementAgreement or any other Contract with respect to the terms or conditions of employment of any Person. The Members have Seller has provided (or made available) to the Purchaser true, correct and complete copies of each Employment Agreement to which the Company Seller is a party, or by which it is otherwise bound. Each such Employment Agreement is legal, valid, binding and enforceable in accordance with its respective terms with respect to the CompanySeller, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally, and by general equitable principles. There is no existing default or breach by the Company of Seller under any Employment Agreement (or event or condition that, with notice or lapse of time or both, both could constitute a default or breach) and and, to the Seller’s Knowledge, there is no such default (or event or condition that, with notice or lapse of time or both, could constitute a default or breach) with respect to any third party to any Employment Agreement. Neither the Company nor the Members have The Seller has not received a claim from any Governmental Entity to the effect that the Company Seller has improperly classified as an independent contractor any Person named listed on Schedule 4.154.13(a). None of Except as set forth in Schedule 4.13(c), the Company nor the Members have Seller has not made any verbal commitments to any officer, employee, former employee, consultant or independent contractor of the Company Seller or any other Person with respect to compensation, promotion, retention, termination, severance or similar matters in connection with the transactions contemplated hereby or otherwisehereby. Except as indicated on Schedule 4.154.13(d), all officers officers, employees and employees individual independent contractors of the Company Seller are active on the date hereof.

Officers and Employees. Schedule 4.15 4.14 contains a correct and complete list of (a) all of the officers of the CompanySeller, specifying their position, annual rate of compensation, work location, length of service, and other benefits provided to each of them, respectively, respectively and (b) all of the employees (whether full-time, part-time or otherwise) and independent contractors of the CompanySeller as of the date of this Agreement, specifying their position, status, annual salary, hourly wages, work location, length of service, other benefits provided to each of them, respectively, consulting or other independent contractor fees, together with an appropriate notation next to the name of any officer or other employee on such list who is subject to any written Employment Agreement or any other written term sheet or other document describing the terms or conditions of employment of such employee or independent contractor or of the rendering of services by such independent contractor. Except as set forth on Schedule 4.154.14, the Company Seller is not a party to or bound by any Employment Agreement. The Members have provided Seller has made available to the Purchaser correct and complete copies of each Employment Agreement to which the Company Seller is a party, or by which it any of them is otherwise bound. Each such Employment Agreement is legal, valid, binding and enforceable in accordance with its respective terms with respect to the CompanySeller. There is no existing default or breach by of the Company Seller under any Employment Agreement (or event or condition that, with notice or lapse of time or both, both could constitute a default or breach) and there is no such default (or event or condition that, with notice or lapse of time or both, could constitute a default or breach) with respect to any third party to any Employment Agreement. Neither the Company nor the Members have received a claim from The Seller has not misclassified any Governmental Entity to the effect that the Company has improperly classified individual as (i) an independent contractor any Person named on Schedule 4.15or employee leased from another employer, rather than as an employee, or (ii) an employee exempt from state, federal, provincial or other applicable overtime regulations. None All officers and employees of the Company Seller are active as of the date of this Agreement. Neither the Seller nor the Members have any Controlling Stockholder has made any verbal commitments to any officer, employee, former employee, consultant or independent contractor of the Company Seller with respect to compensation, promotion, retention, termination, severance or similar matters in connection with the transactions contemplated hereby or otherwise. Except as indicated on Schedule 4.15, all officers and employees To the Knowledge of the Company are active on Seller, no employee or independent contractor has notified the date hereofSeller that such employee or independent contractor intends to resign or retire as a result of the transactions contemplated by this Agreement or otherwise within one year after the Closing Date.

Officers and Employees. Schedule 4.15 4.14 contains a correct and complete list of (a) all of the officers of each member of the CompanyCompany Group as of the date of this Agreement, specifying their position, annual rate of compensation, primary work location, and length of service, and other benefits provided to each of them, respectively, and (b) all of the employees (whether full-time, part-time or otherwise) and independent contractors of each member of the CompanyCompany Group as of the date of this Agreement, specifying their position, statusstatus (i.e., whether active or on a leave of absence), annual salary, salary or hourly wages, as applicable, primary work location, length of service, other benefits provided to each date of themhire or commencement date, respectivelyas applicable, consulting fees, classification as exempt or other independent contractor feesnon-exempt under applicable wage and hour Laws, together with an appropriate notation next to the name of any officer or other employee on such list who is subject to any written Employment Agreement or any other written term sheet or other document describing the terms or conditions of employment of such employee or independent contractor or Agreement. No member of the rendering of services by such independent contractor. Except as set forth on Schedule 4.15, the Company Group is not a party to or bound by any Employment Agreement. The Members have Company has provided to the Purchaser Parent correct and complete copies of each Employment Agreement to which any member of the Company Group is a party, or by which it any of them is otherwise bound. Each such Employment Agreement is legal, valid, binding and enforceable in accordance with its respective terms with respect to the Companyapplicable member of the Company Group. There is no existing default or breach by of any member of the Company Group, as applicable, under any Employment Agreement (or event or condition that, with notice or lapse of time or both, could constitute a default or breach) and there is no such default (or event or condition that, with notice or lapse of time or both, could constitute a default or breach) with respect to any third party to any Employment Agreement. Neither No member of the Company Group nor the Members have any Stockholder has received a claim from any Governmental Entity to the effect that any member of the Company Group has improperly classified as an independent contractor any Person named on Schedule 4.154.14. None To the Knowledge of the Company, no member of the Company Group nor the Members have any Stockholder has made any verbal commitments to any officer, employee, former employee, consultant or independent contractor of any member of the Company Group with respect to compensation, promotion, retention, termination, severance or similar matters in connection with the transactions contemplated hereby Transactions or otherwise. Except as indicated on Schedule 4.15, all All officers and employees of each member of the Company Group are active on the date hereofof this Agreement. No employee of the Company Group is employed by the Company Group outside of the U.S. No management level employee has notified any member of the Company Group that he or she intends to resign or retire as a result of the Transactions or otherwise within one year after the Closing Date.

Officers and Employees. Schedule 4.15 contains a correct and complete list of (a) all of the officers of the CompanyCompany and each Subsidiary, specifying their position, annual rate of compensation, work location, length of service, and other benefits provided to each of them, respectively, respectively and (b) all of the employees (whether full-time, part-time or otherwise) and independent contractors of the CompanyCompany and each Subsidiary as of the date hereof, specifying their position, status, annual salary, hourly wages, work location, length of service, other benefits provided to each of them, respectively, consulting or other independent contractor fees, together with an appropriate notation next to the name of any officer or other employee on such list who is subject to any written Employment Agreement or any other written term sheet or other document describing the terms or conditions of employment of such employee or independent contractor or of the rendering of services by such independent contractor. Except as set forth on Schedule 4.15, neither the Company nor any Subsidiary is not a party to or bound by any Employment Agreement. The Members have Shareholder has provided to the Purchaser correct and complete copies of each Employment Agreement to which the Company or any Subsidiary is a party, or by which it any of them is otherwise bound. Each such Employment Agreement is legal, valid, binding and enforceable in accordance with its respective terms with respect to the CompanyCompany or any Subsidiary, as applicable. There is no existing default or breach by of the Company or any Subsidiary, as applicable, under any Employment Agreement (or event or condition that, with notice or lapse of time or both, both could constitute a default or breach) and and, to the Knowledge of the Company, there is no such default (or event or condition that, with notice or lapse of time or both, could constitute a default or breach) with respect to any third party to any Employment Agreement. To the Knowledge of the Company, no officer, senior executive, or key employee of the Company or any Subsidiary is a party to any confidentiality, non-competition, proprietary rights or other such agreement between such employee and any Person besides the Company and its Subsidiaries that would be material to the performance of such employee’s employment duties or the ability of the Purchaser to conduct the Business after the Closing. Neither the Company Company, any Subsidiary nor the Members have Shareholder has received a claim from any Governmental Entity to the effect that the Company or any Subsidiary has improperly classified as an independent contractor any Person named on Schedule 4.15. None of Neither the Company Company, any Subsidiary nor the Members have Shareholder has made any verbal commitments to any officer, employee, former employee, consultant or independent contractor of the Company or any Subsidiary with respect to compensation, promotion, retention, termination, severance or similar matters in connection with the transactions contemplated hereby or otherwise. Except as indicated on Schedule 4.15, all officers and employees of the Company and each Subsidiary are active on the date hereof. The Company and each Subsidiary is and has been in compliance with all applicable Laws pertaining to employment and employment practices, including all Laws relating to labor relations, equal employment opportunity, immigration, wages and hours, child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence and unemployment insurance. All individuals characterized and treated by the Company and each Subsidiary as consultants or independent contractors are properly treated as independent contractors under all applicable Laws. All employees of the Company and each Subsidiary that are classified as exempt under the federal Fair Labor Standards Act and applicable state and local Laws are properly classified under all applicable Laws.