Transfers of Employees and Independent Contractors Generally Sample Clauses

Transfers of Employees and Independent Contractors Generally. (a) Subject to the requirements of applicable Law, through and until immediately before the Distribution Date, Xxxxxxx shall use its reasonable best efforts to (i) cause the employment of any Veralto Employee and the contract of services of any Veralto Independent Contractor to be transferred to a member of the Veralto Group and (ii) cause the employment of any Xxxxxxx Employee who is employed by a member of the Veralto Group and the contract of services between any independent contractor or consultant that does not qualify as an Veralto Independent Contractor and a member of the Veralto Group to be transferred to a member of the Xxxxxxx Group. (b) Xxxxxxx shall use its reasonable best efforts to cause each Automatic Transfer Employee to be employed by a member of the Veralto Group no later than the Distribution Date in accordance with applicable Law, or as of the applicable Delayed Transfer Date, if applicable, and Veralto agrees to take all actions reasonably necessary to cause the Veralto Employees to be so employed. If an Automatic Transfer Employee objects to the transfer of employment to a member of the Veralto Group as permitted under applicable law and consequently does not become an employee of the Veralto Group and is terminated by Xxxxxxx as a result, then Veralto shall reimburse Xxxxxxx in accordance with Section 2.3(c) for any severance or termination costs incurred by Xxxxxxx in connection with such termination of employment. Veralto shall make a qualifying offer of employment in accordance with Section 2.4 to each Non-Automatic Transfer Employee prior to the Distribution Date to become employed by a member of the Veralto Group effective as of no later than the Distribution Date, or as of the applicable Delayed Transfer Date, if applicable; provided that if Veralto fails to make such a qualifying offer of employment to a Non-Automatic Transfer Employee and such Non-Automatic Transfer does not become employed by Veralto and is terminated by Xxxxxxx as a result, then Veralto shall reimburse Xxxxxxx in accordance with Section 2.3(c) for any severance or termination costs incurred by Xxxxxxx in connection with such termination of employment. (c) The Xxxxxxx Group and Veralto Group agree to execute, and to seek to have the applicable Veralto Employees execute, such documentation, if any, as may be necessary to reflect the transfer of employment described in this Section 2.2.
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Transfers of Employees and Independent Contractors Generally. (a) Schedule A attached hereto sets forth a complete list of each Company Employee as of the date hereof (the “Company Employee List”), and Schedule B attached hereto sets forth a complete list of each employee of the Company Group whose employment will be transferred to SpinCo prior to the Distribution Time (the “SpinCo Employee List”). The Company and SpinCo shall mutually update the Company Employee List and the SpinCo Employee List from time to time between the date hereof and the Distribution Time to remove terminated employees and to add any new Company Employees or SpinCo Employees hired following the date hereof. (b) All SpinCo Employees who are employed by the SpinCo Group as of the Distribution Time shall continue to be employees of the SpinCo Group immediately after the Distribution Time. The Company and SpinCo will cooperate to cause each of the SpinCo Employees to be employed by a member of the SpinCo Group prior to the Distribution Time. (c) The Company and SpinCo will cooperate to cause the contract of any individual who is engaged as an independent contractor or consultant and who provides services on behalf of the SpinCo Business to the extent of such service, to be transferred to a member of the SpinCo Group prior to the Distribution Time. (d) The Company Group and SpinCo Group agree to execute, and to seek to have the applicable SpinCo Employees execute, such documentation, if any, as may be necessary to reflect the transfers described in this Section 2.2.
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Transfers of Employees and Independent Contractors Generally. (a) Immediately after the Effective Time, by virtue of this Agreement and without further action by any Person, (i) each New Worthington Employee shall continue to be employed or engaged at New Worthington or such other member of the New Worthington Group as employs or engages such New Worthington Employee as of immediately prior to the Effective Time, and (ii) each Worthington Steel Employee shall continue to be employed or engaged at Worthington Steel or such other member of the Worthington Steel Group as employs or engages such Worthington Steel Employee as of immediately prior to the Effective Time. The Parties shall cooperate to effectuate any transfers of employment contemplated by this Agreement, including transfers necessary to ensure that all New Worthington Employees are employed or engaged at a member of the New Worthington Group and all Worthington Steel Employees are employed or engaged at a member of the Worthington Steel Group, in each case, as of immediately prior to the Effective Time. (b) The Parties acknowledge and agree that (i) neither the Distribution nor any other transaction contemplated by the Separation Agreement or this Agreement shall constitute or be deemed to constitute a “change in control” or similar corporate transaction impacting the vesting or payment of any amounts or benefits for purposes of any New Worthington Benefit Arrangement, or Worthington Steel Benefit Arrangement, and (ii) no New Worthington Employee or Worthington Steel Employee shall (A) terminate or be deemed to terminate employment or service solely by virtue of the consummation of the Distribution, any transfer of employment or other service relationship contemplated hereby, or any related transactions or events contemplated by the Separation Agreement or this Agreement, or (B) become entitled to any severance, termination, separation or similar rights, payments or benefits, whether under any Benefit Arrangement or otherwise, in connection with any of the foregoing. (c) The New Worthington Group and Worthington Steel Group agree to execute, and to seek to have the applicable Worthington Steel Employees execute, such documentation, if any, as may be necessary to reflect the transfer of employment described in this Section 2.2.
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Transfers of Employees and Independent Contractors Generally. (a) Subject to the requirements of applicable Law, no later than the Effective Time, Enovis shall use its reasonable best efforts to (i) cause the employment of any ESAB Employee not employed by a member of the ESAB Group and the contract of services of any ESAB Independent Contractor to be transferred from the Enovis Group to a member of the ESAB Group and (ii) cause the employment of any Enovis Employee who is employed by a member of the ESAB Group and the contract of services between any independent contractor or consultant that does not qualify as an ESAB Independent Contractor and a member of the ESAB Group to be transferred from the ESAB Group to a member of the Enovis Group. (b) ESAB shall make a qualifying offer of employment in accordance with Section 2.4 to each Non-Automatic Transfer Employee prior to the Effective Time to become employed by a member of the ESAB Group effective as of no later than the Effective Time, or as of the applicable Delayed Transfer Date, if applicable; provided that (i) if ESAB fails to make such a qualifying offer of employment to a Non-Automatic Transfer Employee or (ii) such Non-Automatic Transfer Employee does not accept such qualifying offer of employment, and in each case such Non-Automatic Transfer does not become employed by ESAB and is terminated by Enovis as a result, then ESAB shall reimburse Enovis in accordance with Section 2.3(c) for any severance or termination costs incurred by Enovis in connection with such termination of employment. (c) The Enovis Group and ESAB Group agree to execute, and to seek to have the applicable ESAB Employees execute, such documentation, if any, as may be necessary to reflect the transfer of employment described in this Section 2.2.
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Transfers of Employees and Independent Contractors Generally. (a) The Company and SpinCo shall mutually update the Census from time to time following the date hereof and, in any event, no later than thirty (30) Business Days (as defined in the Merger Agreement) prior to the Distribution Time, to reflect new hire/engagements, terminations or other personnel changes occurring between the date hereof and the date of such update, as permitted pursuant to Section 6.1(h) of the Merger Agreement, and any such updates shall be provided to the Parent. Seven (7) Business Days prior to the Distribution Time, the Company and SpinCo shall provide Parent with a final updated Census reflecting new hires/engagements, terminations or other personnel changes occurring between the date the last update was provided and the Distribution Time, as permitted pursuant to Section 6.1(h) of the Merger Agreement. (b) The Company and SpinCo will cooperate to cause each of the SpinCo Employees (other than each SpinCo Employee who is an Offer Employee) to be employed by a member of the SpinCo Group prior to the Distribution Time. The Company shall cooperate in good faith with Parent and its Affiliates to (i) make each Offer Employee reasonably accessible to Parent and its Affiliates to assist in efforts to secure offers of employment with each such Offer Employee and (ii) encourage (without the payment of additional compensation, benefits or other monetary or non-monetary incentives) each Offer Employee to accept an offer of employment with Parent or one of its Affiliates (including, following the Effective Time, SpinCo and the other members of the SpinCo Group). Parent or one of its Affiliates (including, following the Effective Time, SpinCo and the other members of the SpinCo Group) shall offer employment to the Offer Employees upon such terms and conditions of employment as set forth in Section 2.4, commencing at midnight local time on the Closing Date; provided that any Offer Employee who is an Inactive Employee immediately prior to the Closing shall receive an offer of employment in accordance with, and subject to the terms of, this Section 2.2(b) below. The Company shall terminate the employment of all Offer Employees (other than the Inactive Employees) effective as of or immediately prior to the Closing and shall comply with, and hold Parent and its Affiliates harmless from, all legal or contractual requirements arising in connection with or as a result of such terminations of employment. The applicable date on which the each applicable Off...
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Related to Transfers of Employees and Independent Contractors Generally

  • Employees and Independent Contractors Party agrees that it shall comply with the laws of the State of Vermont with respect to the appropriate classification of its workers and service providers as “employees” and “independent contractors” for all purposes, to include for purposes related to unemployment compensation insurance and workers compensation coverage, and proper payment and reporting of wages. Party agrees to ensure that all of its subcontractors or sub-grantees also remain in legal compliance as to the appropriate classification of “workers” and “independent contractors” relating to unemployment compensation insurance and workers compensation coverage, and proper payment and reporting of wages. Party will on request provide to the Agency of Human Services information pertaining to the classification of its employees to include the basis for the classification. Failure to comply with these obligations may result in termination of this Agreement.

  • Conduct of Employees and Staff Contractor shall ensure that all of Contractor’s employees and Staff provided under the Contract shall adhere to the standards of conduct prescribed in the Customer’s personnel policy and procedure guidelines, particularly rules of conduct, security procedures, and any other applicable rules, regulations, policies, and procedures of the Customer, including but not limited to Rule Chapter 33-208, Florida Administrative Code. The Contractor shall ensure that all Staff and employees wear attire suitable for the position, either a standard uniform or business casual dress, identified by the Customer.

  • Employees and Contractors The Recipient agrees to disclose Confidential Information to any agents, affiliates, directors, officers, or any other employees, collectively known as the “Employees,” solely on a need-to-know basis and represents that such Employees have signed appropriate non-disclosure agreements or have taken appropriate measures imposing on such Employees a duty to third parties: i.) To hold any third-party proprietary information received by such Employees in the strictest confidence; ii.) Not to disclose such third-party Confidential Information to any other third party; and iii.) Not to use such Confidential Information for the benefit of anyone other than to whom it belongs, without the prior express written authorization of the Owner.

  • Contractor’s Employees and Subcontractors (a) Contractor shall only disclose PII to Contractor’s employees and subcontractors who need to know the PII in order to provide the Services and the disclosure of PII shall be limited to the extent necessary to provide such Services. Contractor shall ensure that all such employees and subcontractors comply with the terms of this DPA. (b) Contractor must ensure that each subcontractor performing functions pursuant to the Service Agreement where the subcontractor will receive or have access to PII is contractually bound by a written agreement that includes confidentiality and data security obligations equivalent to, consistent with, and no less protective than, those found in this DPA. (c) Contractor shall examine the data security and privacy measures of its subcontractors prior to utilizing the subcontractor. If at any point a subcontractor fails to materially comply with the requirements of this DPA, Contractor shall: notify the EA and remove such subcontractor’s access to PII; and, as applicable, retrieve all PII received or stored by such subcontractor and/or ensure that PII has been securely deleted and destroyed in accordance with this DPA. In the event there is an incident in which the subcontractor compromises PII, Contractor shall follow the Data Breach reporting requirements set forth herein. (d) Contractor shall take full responsibility for the acts and omissions of its employees and subcontractors. (e) Contractor must not disclose PII to any other party unless such disclosure is required by statute, court order or subpoena, and the Contractor makes a reasonable effort to notify the EA of the court order or subpoena in advance of compliance but in any case, provides notice to the EA no later than the time the PII is disclosed, unless such disclosure to the EA is expressly prohibited by the statute, court order or subpoena.

  • Consultants and Employees Bound Recipient agrees to disclose the Confidential Information to any agents, affiliates, directors, officers or any other employees (collectively, the “Employees”) solely on a need-to-know basis and represents that such Employees have signed appropriate non-disclosure agreements or taken appropriate measures imposing on such Employees a duty to third parties (1) to hold any third party proprietary information received by such Employees in the strictest confidence, (2) not to disclose such third party Confidential Information to any other third party, and (3) not to use such Confidential Information for the benefit of anyone other than to whom it belongs, without the prior express written authorization of the Company.

  • Contractor’s Project Manager and Key Personnel Contractor shall appoint a Project Manager to direct the Contractor’s efforts in fulfilling Contractor’s obligations under this Contract. This Project Manager shall be subject to approval by the County and shall not be changed without the written consent of the County’s Project Manager, which consent shall not be unreasonably withheld. The Contractor’s Project Manager shall be assigned to this project for the duration of the Contract and shall diligently pursue all work and services to meet the project time lines. The County’s Project Manager shall have the right to require the removal and replacement of the Contractor’s Project Manager from providing services to the County under this Contract. The County’s Project manager shall notify the Contractor in writing of such action. The Contractor shall accomplish the removal within five (5) business days after written notice by the County’s Project Manager. The County’s Project Manager shall review and approve the appointment of the replacement for the Contractor’s Project Manager. The County is not required to provide any additional information, reason or rationale in the event it The County is not required to provide any additional information, reason or rationale in the event it requires the removal of Contractor’s Project Manager from providing further services under the Contract.

  • Contractor’s Employees Contractor may, in its discretion and at its own expense, employ such assistants as Contractor deems necessary to perform the Services. If any specific employee is designated in Schedule 1 to perform the Services, Contractor may only replace such designated employee with SMUD’s prior written approval, and with a replacement satisfactory to SMUD. SMUD may not control, direct, or supervise Contractor or Contractor’s Representatives in the performance of the Services. Contractor agrees to assume full responsibility for the payment and deduction of all state and federal taxes and benefits from Contractor’s Representatives, including but not limited to any applicable payroll and income taxes, unemployment insurance, disability insurance, retirement, workers’ compensation, pension, or other social security benefits for all persons or entities employed or retained by Contractor in the performance of the Services under this Agreement, and if applicable for all self-employment and other taxes incurred by Contractor in the performance of the Services.

  • Non-Solicitation of Employees and Consultants During the Period of Employment and for a period of twenty-four (24) months after the Severance Date, the Executive will not directly or indirectly through any other Person (i) induce or attempt to induce any employee or independent contractor of the Company or any Affiliate of the Company to leave the employ or service, as applicable, of the Company or such Affiliate, or in any way interfere with the relationship between the Company or any such Affiliate, on the one hand, and any employee or independent contractor thereof, on the other hand, or (ii) hire any person who was an employee of the Company or any Affiliate of the Company until twelve (12) months after such individual’s employment relationship with the Company or such Affiliate has been terminated.

  • EMPLOYEES OF THE CONTRACTOR All work under this contract shall be performed in a professional and skillful manner. The County may require, in writing, that the Contractor, remove from this contract any employee the County deems incompetent, careless, or otherwise objectionable.

  • INDEPENDENT CONTRACTOR; NO AGENCY Nothing in this Agreement will in any way be construed to render Influencer to be or to be construed as an agent, employee or representative of Brand. Influencer is and will perform the Services hereunder as an independent contractor. Influencer acknowledges and agrees that Influencer will not be eligible for any employee benefits (nor do they desire any of them) and expressly waives any entitlement to such benefits. Influencer further agrees to indemnify Brand and hold it harmless to the extent of any obligation imposed on Brand resulting from Influencer’s being determined not to be an independent contractor.

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