Employees and Others Sample Clauses

Employees and Others. (a) A summary of the following information has been provided to Purchaser: (i) number of Employees, their location and employer; and (ii) number of Employees absent for any reason, including lay off, leave of absence or disability. (b) A summary of the following information will be provided to Purchaser prior to Closing: (i) compensation, exemption status for U.S. Employees including hourly wages, salaries and commission structures; and (ii) vacation entitlements and accruals.
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Employees and Others. Section 2.10(a) of the Disclosure Schedule contains a list of all employees of the Company (the "Company Employees"), along with their respective positions and annual or other rates of compensation. Section 2.10(b) of the Disclosure Schedule contains a list of all employees of the Seller or any Subsidiary of the Seller whose primary responsibility is to provide services to the Company or otherwise participate in or contribute to the business of the Company as presently conducted or proposed to be conducted (the "Deemed Company Employees" and, together with the Company Employees, the "Employees"). Each Employee, and each consultant or contractor of the Company or the Seller who has provided any substantive intellectual property service with respect to any Company IP Assets (defined in Section 2.17) or Seller Transferred IP Assets (as defined in Section 2.17) (each, a "Contractor"), has entered into a confidentiality and assignment of inventions agreement with the Company or the Seller, a copy of the form of which has previously been delivered to the Buyer. Section 2.10(c) of the Disclosure Schedule lists all Employees and all current Contractors. No Employee or group of Employees has provided the Company with written notice which indicates his or her intent to terminate employment with the Company, the Seller or any of its Subsidiaries, as the case may be, other than the Unrestricted Employees (as hereinafter defined), as to which no representation or warranty is made, and other than such as individually or in the aggregate would not have a material adverse effect on the Business Condition of the Company. The Company is not a party to or bound by any collective bargaining agreement, and has not experienced any strikes, grievances, claims of unfair labor practices or other collective bargaining disputes. Neither the Seller nor the Company is aware of any organizational effort being made or threatened, either currently or within the past two years, by or on behalf of any labor union with respect to any of the Employees. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any payment (including, without limitation, severance, unemployment compensation, parachute payment, bonus or otherwise) becoming due from the Company under any Plan (as hereinafter defined), agreement or otherwise, to any director of the Company or Employee, (ii) materially increase any benefits otherwise payabl...
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Employees and Others. The Receiving Party agrees to require its employees, representatives and agents, and others who have access to the Confidential Information, to agree in writing to safeguard the Confidential Information according to the terms of this Section 8. Any breach of the provisions of this Section 8 by any such person shall be deemed a breach hereunder by the Receiving Party, and the Receiving Party shall be liable therefor.
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Employees and Others. (a) Schedule 5.2(36) of the Disclosure Letter contains a true, accurate and complete list of the names of all individuals who are Employees or sales or other agents or representatives or independent contractors of the Subsidiaries specifying with respect to non-unionized Employees, sales or other agents or representatives and independent contractors, the length of service, age, title, rate of salary, commission structure, vacation entitlement and accrual for each such Employee, agent, representative or independent contractor and whether or not such Employee, agent, representative or independent contractor is absent for any reason such as lay off, leave of absence, salary, insurance or workers’ compensation. (b) There are no unionized Employees. (c) The Vendor is not aware of the intention of any Key Employee to terminate his or her employment with any of the Subsidiaries. No notice has been received by the Subsidiaries of any complaint filed by any of the Employees against the Subsidiaries instituting a proceeding or claiming that the Subsidiaries have violated the Employment Standards Act (British Columbia) or the Human Rights Code (British Columbia) (or any applicable employee or human rights or similar legislation in the other jurisdictions in which the Business is conducted or the Subsidiaries operate) or of any complaints or proceedings of any kind involving the Subsidiaries or, to the knowledge of the Vendor, any of the Employees before any labour relations board, except as disclosed in Schedule 5.2(36) of the Disclosure Letter. There are no outstanding orders, charges or levies against the Subsidiaries under the Workers Compensation Act (British Columbia) (or any applicable health and safety legislation in the other jurisdictions in which the Business is conducted).
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Employees and Others. Each Party shall advise its employees, directors, representatives, agents, contractors, subcontractors and licensees, and shall require its Affiliates to advise their licensees and advisors, of the obligations of confidentiality and non-use under this Agreement. Each Party shall be responsible for ensuring compliance by its and its Affiliates’ employees, directors, representatives, agents, contractors, subcontractors and licensees with such obligations. In addition, the Receiving Party shall require all persons and entities who are not employees of a Party and who are provided access to the Confidential Information, to execute or to be subject to confidentiality and/or non-disclosure agreements containing provisions no less stringent than those set forth in this Agreement. The Receiving Party shall promptly notify the Disclosing Party in writing upon learning of any unauthorized disclosure or use of the Confidential Information.
Sample 1
Employees and Others. Schedule 5.2(39) contains a true, accurate and complete list of the names of all individuals who are Employees of the Group Members specifying with respect to each Employee, the Group Member that he or she is employed by, the length of service, age, title, rate of salary, commission structure, vacation entitlement and accrual for each such Employee and whether or not the Employee is absent for any reason such as lay off, leave or absence, salary, insurance or workers’ compensation. No notice has been received by any Group Member of any complaint filed by any of the Employees against a Group Member instituting a proceeding or claiming that the Group Member has violated the Employment Standards Act (British Columbia) or the Human Rights Code (British Columbia) (or any applicable employee or human rights or similar legislation in the other jurisdictions in which the Business is conducted or the Group Members operate) or of any complaints or proceedings of any kind involving any Group Member or, to the knowledge of the Vendors’ Representative, any of the Employees before any labour relations board, except as disclosed in Schedule 5.2(39). There are no outstanding orders or charges against the Group Members under the Workers Compensation Act (British Columbia) (or any applicable health and safety legislation in the other jurisdictions in which the Business is conducted). All levies, assessments and penalties made against any of the Group Members pursuant to the Workers Compensation Act (British Columbia) and any applicable workers’ compensation legislation in the other jurisdictions in which the Business is conducted) have been paid by the Group Member and the Group Member has not been reassessed under any such legislation during the past three years. The Group Members’ current personnel are sufficient to operate the Business on the basis that it has historically been operated.
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Employees and Others. Notwithstanding Section 1, Recipient may disclose Proprietary Information to: (i) its employees as necessary for the purposes noted above; (ii) employees, agents or representatives of AT&T and WORLDSPAN; or (iii) other persons (including counsel, consultants, landlords and facilities managers) in need of access to such information for the purposes specifically noted above. Recipient shall require the execution of a confidentiality agreement in a form substantially similar to this Agreement by any person or entity receiving any Proprietary Information.
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Employees and Others. The Corporation does not employ any Persons as employees of the Corporation in any capacity, whether full-time, part-time, salaried, hourly, unionized or non-unionized. The Corporation is not a party to or bound by any Contract relating to any employee plan of any nature whatsoever.
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Related to Employees and Others

  • Executive and Other Committees The Trustees by vote of a majority of all the Trustees may elect from their own number an Executive Committee to consist of not less than two members to hold office at the pleasure of the Trustees, which shall have the power to conduct the current and ordinary business of the Trust while the Trustees are not in session, including the purchase and sale of securities and the designation of securities to be delivered upon redemption of Shares of the Trust or a Series thereof, and such other powers of the Trustees as the Trustees may delegate to them, from time to time, except those powers which by law, the Declaration of Trust or these By-Laws they are prohibited from delegating. The Trustees may also elect from their own number other Committees from time to time; the number composing such Committees, the powers conferred upon the same (subject to the same limitations as with respect to the Executive Committee) and the term of membership on such Committees to be determined by the Trustees. The Trustees may designate a Chairman of any such Committee. In the absence of such designation the Committee may elect its own Chairman.

  • Utilities and Other Services 4.4.1 The Tenant shall arrange, at its own cost and expense, for the installation, connection and supply of all utilities and any other services required by it at or in relation to the Premises. 4.4.2 The Tenant shall pay to the suppliers, and indemnify the Landlord against, all charges for the installation, connection and supply of all utilities and any other services consumed or used at or in relation to the Premises and the Tenant shall comply with the requirements and regulations of the respective suppliers. Tenant to initial 4.4.3 For the purposes of this Clause 4.4, the term “utilities” shall include water, electricity, telecommunications network, gas and any water-borne sewerage systems.

  • SPECIAL AND OTHER LEAVE ‌ Definition of immediate family for Article 20 (Special and Other Leave): is an employee's parent, stepparent, spouse, common-law spouse, grandparent, grandchild, child, stepchild, brother, sister, father-in-law, mother-in-law, son-in-law, daughter-in-law, legal guardian, legal xxxx, and any other relative permanently residing in the employee's household or with whom the employee permanently resides.

  • Discovery and Other Rights Discovery and rights to appeal in arbitration are generally more limited than in a lawsuit. This applies to both you and us. Other rights that you or we would have in court may not be available in arbitration. Please read this Arbitration Clause and consult the rules of the arbitration organizations listed below for more information.

  • Solicitation of Employees, Consultants and Other Parties I agree that during the term of my Relationship with the Company, and for a period of twenty-four months immediately following the termination of my Relationship with the Company for any reason, whether with or without cause, I shall not either directly or indirectly solicit, induce, recruit or encourage any of the Company’s employees or consultants to terminate their relationship with the Company, or attempt to solicit, induce, recruit, encourage or take away employees or consultants of the Company, either for myself or for any other person or entity. Further, during my Relationship with the Company and at any time following termination of my Relationship with the Company for any reason, with or without cause, I shall not use any information rising to the level of a trade secret of the Company: (i) to attempt to negatively influence any of the Company’s clients or customers from purchasing Company products or services; (ii) to solicit or influence or attempt to influence any client, customer or other person either directly or indirectly; or, (iii) to direct any of the Company’s clients or customers to purchase products and/or services – from any person, firm, corporation, institution or other entity in competition with the business of the Company.

  • Vacation and Other Leave During the Period of Employment, the Executive shall accrue and be entitled to take paid vacation in accordance with the Company’s vacation policies in effect from time to time, including the Company’s policies regarding vacation accruals; provided that the Executive’s rate of vacation accrual during the Period of Employment shall be no less than three (3) weeks per year. The Executive shall also be entitled to all other holiday and leave pay generally available to other executives of the Company.

  • COMPENSATION AND OTHER FEES As compensation for the services provided by Xxxxxx xxxxxxxxx, the Company agrees as follows: (A) The Company shall pay a cash placement fee (the “Placement Agent’s Fee”) equal to 6.5% of the aggregate purchase price paid for the Shares and Warrants placed by each Purchaser who is introduced to the Company by Xxxxxx and/or Xxxxx (“Eligible Securities”), except that (a) the Placement Agent’s Fee shall be reduced to 3% of the aggregate purchase price paid for the Shares and Warrants that are purchased by those persons listed on Annex A hereto, and (b) no fee shall be payable with respect to any purchase of Shares and Warrants by Panacea Biotec Ltd (or any affiliates thereof), Xxxxxxxxx Xxxxxxxx, or current members of the Company’s board of directors (the “Board of Directors”) or any organizations or funds with which they are affiliated; provided, however, that the exceptions in clauses (a) and (b) above shall only apply to an aggregate of the first $5 million of Shares and Warrants purchased by the persons identified in clauses (a) and (b), counting first Shares and Warrants covered by clause (b) and then Shares 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 · Tel: 000 000 0000 Fax: 000 000 0000 xxx.xxxx.xxx · Member: FINRA, SIPC and Warrants covered by clause (a). The Placement Agent’s Fee shall be paid at and only upon the closing of the Placement (the “Closing”) from the gross proceeds of the Shares and Warrants sold and paid for by the Purchasers. Eighty per cent (80%) of the Placement Agent’s Fee shall be paid directly to Xxxxxx and twenty per cent (20%) of the Placement Agent’s Fee shall be paid directly to Xxxxx. (B) The Company also agrees to reimburse Xxxxxx’x reasonable actual expenses (with supporting invoices/receipts) up to a maximum of 0.8% of the aggregate gross proceeds raised in the Placement, but in no event more than $25,000. Such reimbursement shall be payable immediately upon (but only in the event of) the Closing.

  • Stamp and other duties The Borrowers shall pay all stamp, documentary, registration or other like duties or taxes (including any duties or taxes payable by any of the Creditors) imposed on or in connection with any of the Underlying Documents, the Security Documents or the Loan and shall indemnify the Creditors or any of them against any liability arising by reason of any delay or omission by the Borrowers to pay such duties or taxes.

  • Consultant’s Contract Manager and Other Staffing Identified below are the following: (a) the Consultant’s contract manager for this Approved Service Order, and (b) the Consultant(s) and/or employee(s) of the Consultant who will be principally responsible for providing the services and deliverables. If an individual identified below does not have a current Form 700 on file with the City Clerk for a separate agreement with the City, and is required to file a Form 700, the Consultant must comply with the requirements of Subsection 17.2 of the Master Agreement, entitled “Filing Form 700.”

  • Compensation and Other Benefits Subject to the provisions of this Agreement, the Company shall pay and provide the following compensation and other benefits to the Executive during the Term as compensation for services rendered hereunder: