Examples of Business Independent Contractor in a sentence
As of the Closing Date and to the extent legally permissible, Seller or its applicable Affiliate shall assign to Purchaser or one of its Affiliates the engagement of the Business Independent Contractor, and Purchaser or one of its Affiliates shall accept such assignment.
Section 3.16(a)(ii) of the Seller Disclosure Schedules sets forth a complete and accurate summary of the general terms of service for the Business Independent Contractor.
If not legally permissible to assign the Business Independent Contractor’s engagement, Seller or its applicable Affiliate will terminate the engagement of such Business Independent Contractor as of the Closing Date, and immediately thereafter, Purchaser or one of its Affiliates will offer to engage the Business Independent Contractor on terms that are substantially similar to the terms of the Business Independent Contractor’s engagement with Seller or its applicable Affiliate.
As of the Closing, the Company shall ensure that each Business Independent Contractor is released from any engagement with the Company and its Subsidiaries (other than the SpinCo Group), including any restrictions or obligations that would prohibit or restrict such Person from performing such Person’s work for the SpinCo Group following the Distribution Time.
As of the Closing Date or Deferred Closing Date, as applicable, and to the extent legally permissible, Seller or its applicable Affiliate shall assign to Purchaser or one of its Affiliates the engagement of the Business Independent Contractor, and Purchaser or one of its Affiliates shall accept such assignment.
The restrictions on solicitation and hiring set forth in this Section 5.10 shall not apply to any Business Employee or Business Independent Contractor that has been terminated by Purchaser or its Affiliates, as the case may be, prior to any discussions with the soliciting or hiring party.
To the Knowledge of Seller, no Business Employee or Business Independent Contractor is a party to, or is otherwise bound by, any agreement or arrangement, including any confidentiality or non-competition agreement, that adversely affects or restricts the performance of such individual’s duties.
Prior to the Closing Date, Parent shall, or shall cause its Affiliates to, use commercially reasonable efforts to make each Business Independent Contractor available to Purchaser or its Affiliates for purpose of allowing Purchaser or its Affiliates to interview each such Business Independent Contractor and determine each such Business Independent Contractor’s continued provision of services to Purchaser or its Affiliates (including the Transferred Entities), if any, following the Closing Date.
As of the Closing, Parent shall, or shall cause its Affiliates to, ensure that each Business Independent Contractor who enters into a new agreement with Purchaser or its Affiliates (including the Transferred Entities) is released form any engagement with Parent or its Affiliates, including any post-termination restrictive covenants that would prohibit or restrict such Business Independent Contractor form providing services to Purchaser or its Affiliates (including the Transferred Entities).
No Business Employee or other employee, officer or director of Seller or its Subsidiaries (or any other Person beneficially owning more than 5% of the outstanding capital stock in Seller) or any other Portamedic Staff is party to any Business Contract, owns, controls or has any rights to any of the Transferred Assets or otherwise provides services or supplies to the Portamedic Business (other than in his or her capacity as a Business Employee or Business Independent Contractor).