Personnel Related Sample Clauses

Personnel Related. Other than as provided herein, any and all employment or personnel-related liabilities whatsoever of Seller arising out of any liability under any employment contract, OSHA liability, liability for disabled individuals, workers' compensation liability, ERISA obligations or liability, WARN Act liability or liability for any claims alleging illegal discrimination of any type;
Sample 1
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Personnel Related. Any and all employment or personnel-related liabilities not specifically assumed under Sections 3.1 or 6.1 of this Agreement;
Sample 1

Related to Personnel Related

  • Personnel Policies Employee shall conduct himself at all times in a businesslike and professional manner as appropriate for a person in his position and shall represent the Company in all respects as complies with good business and ethical practices. In addition, Employee shall be subject to and abide by the policies and procedures of the Company applicable to personnel of the Company, as adopted from time to time.

  • Legal-Related Services Nothing in this Agreement shall be deemed to appoint USBFS and its officers, directors and employees as the Fund attorneys, form attorney-client relationships or require the provision of legal advice. The Fund acknowledges that in-house USBFS attorneys exclusively represent USBFS and rely on outside counsel retained by the Fund to review all services provided by in-house USBFS attorneys and to provide independent judgment on the Fund’s behalf. Because no attorney-client relationship exists between in-house USBFS attorneys and the Fund, any information provided to USBFS attorneys may not be privileged and may be subject to compulsory disclosure under certain circumstances. USBFS represents that it will maintain the confidentiality of information disclosed to its in-house attorneys on a best efforts basis.

  • Personnel Records Agency will retain all personnel records of employees who work Client’s Referred Accounts a minimum of seven (7) years. This will include but is not limited to training records, applications, background checks, and disciplinary records. Agency will retain all personnel records, including training documents stated below, and will provide to Client upon request.

  • Access to Personnel and Records Each audited Party shall authorize, and use its commercially reasonable efforts to cause, its respective auditors to make available to the other Party’s auditors (each such other Party’s auditors, collectively, the “Other Parties’ Auditors”) both the personnel who performed or are performing the annual audits of such audited party (each such Party with respect to its own audit, the “Audited Party”) and work papers related to the annual audits of such Audited Party, in all cases within a reasonable time prior to such Audited Party’s expected auditors’ opinion date, so that the Other Parties’ Auditors are able to perform the procedures they consider necessary to take responsibility for the work of the Audited Party’s auditors as it relates to their auditors’ report on such other Party’s financial statements, all within sufficient time to enable such other Party to meet its timetable for the printing, filing and public dissemination of its annual financial statements. Each Party shall make available to the Other Parties’ Auditors and management its personnel and Records in a reasonable time prior to the Other Parties’ Auditors’ opinion date and other Parties’ management’s assessment date so that the Other Parties’ Auditors and other Parties’ management are able to perform the procedures they consider necessary to conduct their respective Internal Control Audit and Management Assessments.

  • Personnel Matters (a) Schedule 3.15(a) sets forth a correct and complete list of each director, officer, employee, independent contractor, consultant and agent of Company, including but not limited to, each employee on leave of absence or layoff status. No retired employee, director, of officer of Company is receiving benefits or scheduled to receive benefits in the future.

  • Material Relationships No relationship, direct or indirect, exists between or among the Company on the one hand, and the directors, officers, security holders of the Company, the Operating Partnership, or their respective affiliates, on the other hand, which is required to be described in the Prospectus and which is not so described.

  • Employee Relations Neither the Company nor any of its subsidiaries is involved in any labor dispute nor, to the knowledge of the Company or any of its subsidiaries, is any such dispute threatened. None of the Company's or its subsidiaries' employees is a member of a union and the Company and its subsidiaries believe that their relations with their employees are good.

  • Fund-related Contract Owner Services Maintain adequate fidelity bond or similar coverage for all Company officers, employees, investment advisors and other individuals or entities controlled by the Company who deal with the money and/or securities of the Funds. • Provide general information with respect to Fund inquiries (not including information about performance or related to sales). • Provide information regarding performance of the Funds. • Oversee and assist the solicitation, counting and voting of contract owner pass-through voting interests in the Funds pursuant to Fund proxy statements. Other Administrative Support • Provide other administrative and legal compliance support for the Funds as mutually agreed upon by the Company and the Funds or the Fund Administrator. • Relieve the Funds of other usual or incidental administrative services provided to individual contract owners. Schedule B

  • Other Relationships No relationship created hereunder or under any other Loan Document shall in any way affect the ability of the Administrative Agent and each Lender to enter into or maintain business relationships with the Borrower or any of its Affiliates beyond the relationships specifically contemplated by this Agreement and the other Loan Documents.

  • Employee Related Matters Parent may offer certain employees of the Acquired Corporations as of the date of this Agreement who are also employees of the Acquired Corporations immediately prior to the Effective Time employment by the Parent after the Effective Time, and each such offer shall be in the form of an individual offer letter prepared in accordance with Parent's customary form (such letter to confirm such employee's initial position, compensation, location and reporting relationship). Those employees of the Acquired Corporations that continue to be employees of Parent or any of its affiliates, including the Acquired Corporations, following the Closing (the "Continuing Employees") and, if applicable, their eligible dependents, shall, subject to any necessary transition period and the terms of such plans, be immediately eligible to participate in Parent's health, vacation, employee stock purchase, 401(k) and other plans, to the same extent as comparably situated employees of Parent. Each such Continuing Employee shall receive credit under Parent's employee benefit plans for purposes of eligibility to participate under such plans for years of service with the Acquired Corporations prior to the Effective Time, and Parent shall use commercially reasonable efforts to cause any and all pre-existing condition limitations and evidence of insurability requirements under any group health plans of Parent in which such employees and, if applicable, their eligible dependents shall participate to be waived and shall use commercially reasonable efforts to provide credit for any co-payments and deductibles prior to the Closing Date for purposes of satisfying any applicable deduction, out-of-pocket or similar requirements under any such plans that may apply after the Closing Date. Parent shall pay to the Eligible Employees (as defined below) up to an aggregate of $10,000,000 in cash (the "Contingent Employee Amount") subject to the following terms and conditions: Subject to any right of setoff that Parent may be entitled to exercise (pursuant to Section 9.5 or otherwise), and subject to the other provisions of this Section 5.4(b): if the Actual Q4 2003 Net Bookings are equal to or greater than $1,900,000, then Parent shall pay to each Eligible Employee on a date selected by Parent on or prior to February 28, 2004 cash in an amount equal to such Eligible Employee's Percentage Allocation in the amount equal to the product of (A) $125,000 multiplied by (B) the quotient of (I) the Actual Q4 2003 Net Bookings, divided by (II) $3,800,000; provided, however, that in no event shall the aggregate amount payable by Parent to the Eligible Employees pursuant to this Section 5.4(b)(i)(1) exceed $125,000; and provided, further that if the Shareholders' Agent delivers an Initial Objection Notice or a Final Objection Notice to Parent in accordance with Section 1.8(f), then Parent shall make any payments required under this Section 5.4(b)(i)(1) to the Eligible Employees within 30 days after the dispute identified in such Initial Objection Notice or a Final Objection Notice, as the case may be, is resolved; if the Actual Q4 2003 Net Revenues are equal to or greater than $1,150,000, then Parent shall pay to each Eligible Employee on a date selected by Parent on or prior to February 28, 2004 cash in an amount equal to such Eligible Employee's Percentage Allocation in the amount equal to the product of (A) $125,000 multiplied by (B) the quotient of (I) the Actual Q4 2003 Net Revenues, divided by (II) $2,300,000; provided, however, that in no event shall the aggregate amount payable by Parent to the Eligible Employees pursuant to this Section 5.4(b)(i)(2) exceed $125,000; and provided, further that if the Shareholders' Agent delivers an Initial Objection Notice or a Final Objection Notice to Parent in accordance with Section 1.8(f), then Parent shall make any payments required under this Section 5.4(b)(i)(2) to the Eligible Employees within 30 days after the dispute identified in such Initial Objection Notice or a Final Objection Notice, as the case may be, is resolved; if the Actual 2004 Net Bookings are equal to or greater than $75,000,000, then Parent shall pay to each Eligible Employee on a date selected by Parent on or prior to February 28, 2005 cash in an amount equal to such Eligible Employee's Percentage Allocation in the amount equal to the product of (A) $4,125,000 multiplied by (B) the quotient of (I) the Actual 2004 Net Bookings, divided by (II) $150,000,000; provided, however, that in no event shall the aggregate amount payable by Parent to the Eligible Employees pursuant to this Section 5.4(b)(i)(3) exceed $4,125,000; and provided, further that if the Shareholders' Agent delivers an Initial Objection Notice or a Final Objection Notice to Parent in accordance with Section 1.8(f), then Parent shall make any payments required under this Section 5.4(b)(i)(3) to the Eligible Employees within 30 days after the dispute identified in such Initial Objection Notice or a Final Objection Notice, as the case may be, is resolved; if the Actual 2004 Net Revenues are equal to or greater than $25,000,000, then Parent shall pay to each Eligible Employee on a date selected by Parent on or prior to February 28, 2005 cash in an amount equal to such Eligible Employee's Percentage Allocation (as defined below) in the amount equal to the product of (A) $4,125,000 multiplied by (B) the quotient of (I) the Actual 2004 Net Revenues, divided by (II) $50,000,000; provided, however, that in no event shall the aggregate amount payable by Parent to the Eligible Employees pursuant to this Section 5.4(b)(i)(1) exceed $4,125,000; and provided, further that if the Shareholders' Agent delivers an Initial Objection Notice or a Final Objection Notice to Parent in accordance with Section 1.8(f), then Parent shall make any payments required under this Section 5.4(b)(i)(1) to the Eligible Employees within 30 days after the dispute identified in such Initial Objection Notice or a Final Objection Notice, as the case may be, is resolved; if a future version of Parent's hosted CRM OnDemand product satisfies the Milestones on or prior to June 30, 2004, then (A) promptly following Parent's determination that the Milestones have been satisfied, Parent shall deliver to the Shareholders' Agent written notice thereof, and (II) Parent shall pay to each Eligible Employee on a date selected by Parent within 45 days after the date such notice is delivered to the Shareholders' Agent cash in an amount equal to such Eligible Employee's Percentage Allocation in $1,500,000 (it being understood that if Parent, acting in good faith and in its reasonable discretion, determines that the Milestones are not satisfied on or prior to June 30, 2004, then no amount shall be payable under this Section 5.4(b)(i)(5));

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