Employees and Contracts Clause Samples

Employees and Contracts. Except as set forth in the Disclosure Schedule, (a) there are no employees of any Partnership or Entity as of the date hereof, nor (b) service or maintenance contracts affecting any Property which are not cancelable upon thirty (30) days notice or less or which are for a contract amount greater than $100,000 per annum; true and correct copies of the service, equipment, franchise, operating, management, parking, supply, utility and maintenance agreements relating to any Property (the "Service Contracts") have been made available to the Operating Partnership and the same are in full force and effect and have not been modified or amended except in the ordinary course of the applicable Partnership's business. To Contributors' Knowledge, no event of default exists (which remains uncured) under any of the Service Contracts which would have a Material Adverse Effect. To Contributors' Knowledge, there are no union contracts or similar agreements between Development and the employees of Development. Listed on Schedule 2.24 are employment agreements entered into as of November 8, 2002 by and between the Operating Partnership and each of the eleven senior executives listed thereon (the "Senior Executives Employment Agreements"). Other than the Senior Executives Employment Agreements, prior to or concurrently with the Closing, all employment agreements between any employees and the Participating Partnerships or Development shall be terminated in writing and, except to the extent ordinary course benefits made available to all similarly situated employees, including paid time off, and other ordinary course liabilities thereunder have been assumed by the Operating Partnership, all obligations under such employment agreements shall have been satisfied. Other than as agreed to in the Senior Executive Employment Agreements, no employee is entitled to receive annual compensation (including bonus) from any Partnership, Entity, Development or the Operating Partnership in excess of $250,000.

Employees and Contracts. No employee of the Clinic has been granted the right to continued employment by the Clinic or to any material compensation following termination of employment with the Clinic. Physician Parties have no knowledge that any officer, director, employee or consultant of the Clinic (collectively, the “Contractors”) intends to terminate his or her employment or other engagement with the Clinic, nor does any Physician Party have a present intention to terminate the employment or engagement of any Contractor.

Employees and Contracts. Except as set forth in Section 2.2(n) of the Disclosure Schedule, (i) there are no contracts with employees of the Company or any Entity as of the date hereof, nor (ii) service or maintenance contracts affecting any Property, in each case which are not cancelable upon thirty (30) days notice or less or which are for a contract amount greater than $100,000 per annum. True and correct copies of all service, equipment, franchise, operating, management, parking, supply, utility and maintenance agreements relating to any Property (the "Service Contracts") have been made available to the Acquirer and the same are in full force and effect and have not been modified or amended except in the ordinary course of the applicable Entity's business. To A&O's knowledge, no event of default exists (which remains uncured) under any of the Service Contracts which would have a Material Adverse Effect with respect to the applicable Entity. To A&O's knowledge, there are no union contracts or similar agreements between the Company or any Entity and its employees. Except as set forth in Section 2.2(n) of the Disclosure Schedule, no employee is entitled to receive annual compensation (including bonus) from the Company or any Entity in excess of $100,000.

Employees and Contracts. Except as set forth in Section 2.2(n) of the Disclosure Schedule, (i) there are no contracts with employees of the Company as of the date hereof, nor (ii) service or maintenance contracts affecting the Property, in each case which are not cancelable upon thirty (30) days notice or less or which are for a contract amount greater than $100,000 per annum. True and correct copies of all service, equipment, franchise, operating, management, parking, supply, utility and maintenance agreements relating to the Property (the "Service Contracts") have been made available to the Acquirer and the same are in full force and effect and have not been modified or amended except in the ordinary course of the Company's business. To the Owners' knowledge, no event of default exists (which remains uncured) under any of the Service Contracts which would have a Material Adverse Effect with respect to the Company. To the Owners' knowledge, there are no union contracts or similar agreements between the Company and its employees. Except as set forth in Section 2.2(n) of the Disclosure Schedule, no employee is entitled to receive annual compensation (including bonus) from the Company in excess of $100,000.

Employees and Contracts. Except as described in Section 4.21(a) of the Business Disclosure Schedule, Seller has no employees and has not engaged any consultants. All employees that provide services to the Business (the “Business Employees”) are employees of Eagle Eye and are employed on an at-will basis. Each of Seller and Eagle Eye has not (and to the Knowledge of Seller, no other party has) granted any Business Employee the right to continued employment by Eagle Eye or Seller or to any material compensation following such employee’s termination of employment with Eagle Eye. Other than describing from Purchaser’s script the employment offers to be conveyed by Purchaser, Seller has not (and to the Knowledge of Seller, no other party has) made any offer to the Key Employees or to any employee or consultant to be retained by Purchaser (collectively, the “Workers”) to work for another entity in any capacity related to the Business or any Seller Affiliate. Except as disclosed in Section 4.21(a) of the Business Disclosure Schedule, neither Seller nor Eagle Eye has a present intention to terminate (or cause the termination of) the employment of any employee or engagement of any Worker other than in the ordinary course of the Business.

Employees and Contracts. Except as set forth in Section 2.2(o) of the Disclosure Schedule, (i) there are no contracts with employees of the Company or the Entity as of the date hereof, nor (ii) service or maintenance contracts affecting the Property, in each case which are not cancelable upon thirty (30) days notice or less or which are for a contract amount greater than $100,000 per annum. True and correct copies of all service, equipment, franchise, operating, management, parking, supply, utility and maintenance agreements relating to the Property (the "Service Contracts") have been made available to the Acquirer and the same are in full force and effect and have not been modified or amended except in the ordinary course of the Entity's business. To the Contributors' knowledge, no event of default exists (which remains uncured) under any of the Service Contracts which would have a Material Adverse Effect with respect to the Entity. To the Contributors' knowledge, there are no union contracts or similar agreements between the Company or the Entity and its employees. Except as set forth in Section 2.2(o) of the Disclosure Schedule, no employee is entitled to receive annual compensation (including bonus) from the Company or the Entity in excess of $100,000.

Employees and Contracts. Except as set forth in Section 2.2(l) of the Disclosure Schedule, (i) there are no contracts with employees of the Company as of the date hereof, nor (ii) contracts which are not cancelable upon thirty (30) days notice or less or which are for a contract amount greater than $100,000 per annum. All of the Company's material contracts (the "Contracts") have been made available to the Acquirer and the same are in full force and effect and have not been modified or amended except in the ordinary course of the Company's business. To the Owners' knowledge, no event of default exists (which remains uncured) under any of the Contracts which would have a Material Adverse Effect with respect to the Company. To the Owners' knowledge, there are no union contracts or similar agreements between the Company and its employees. Except as set forth in Section 2.2(l) of the Disclosure Schedule, no employee is entitled to receive annual compensation (including bonus) from the Company in excess of $100,000.

Employees and Contracts. No employee of Seller has been granted the right to continued employment by Seller or to any material compensation following termination of employment with Seller. Seller has no Knowledge that any officer, director, employee or consultant of Seller (each, a “Contractor” and collectively, the “Contractors”) intends to terminate his or her employment or other engagement with Seller, nor does Seller have a present intention to terminate the employment or engagement of any Contractor. The Offerees constitute all of the Contractors necessary for Buyer to continue the operations of the Business as it had been prior to the Closing Date. As of one month from the Closing Date and subject to the terms and conditions of Section 7.10, Seller shall have (i) terminated all of its Contractors (except for ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, and the Offerees who accept the Offer Letters, each of whom will have terminated their employment with Seller and have become employees of Buyer or Parent as of the Closing Date), and (ii) fully paid and discharged any and all of the Contractor Obligations.

Employees and Contracts. Except as set forth in the Disclosure Schedule, (i) there are no employees of any Intermediary Owner or Property Owner as of the date hereof, nor (ii) service or maintenance contracts affecting any Participating Property which are not cancelable upon thirty (30) days notice or less or which are for a contract amount greater than $100,000 per annum; true and correct copies of the service, equipment, franchise, operating, management, parking, supply, utility and maintenance agreements relating to any Participating Property (the “Service Contracts”) have been made available to the Operating Partnership and the same are in full force and effect and have not been modified or amended except in the ordinary course of the applicable Intermediary Owner’s business. To Contributors’ Knowledge, no event of default exists (which remains uncured) under any of the Service Contracts which would have a Material Adverse Effect. To Contributors’ Knowledge, there are no union contracts or similar agreements between TDPLP and the employees of TDPLP. No other Entity has any employees. Listed on the Disclosure Schedule are the employment agreements entered into as of October 13, 2004 by and between the Operating Partnership and each of the four (4) senior executives listed thereon (the “Senior Executives Employment Agreements”). Also listed on the Disclosure Schedule are the existing employment agreements between TDPLP and other existing executives of TDPLP which are in existence as of the date hereof (“Existing Employment Agreements”). The Senior Executives Employment Agreements supersede and replace any prior oral or written employment agreements between TDPLP and any of the four senior executives. Concurrently with the Closing, the Existing Employment Agreements between TDPLP and the other executives shall be assumed by the Operating Partnership (or by the Operating Partnership and the Company on a joint basis), so that from and after the date of the Closing all obligations to the employees under such Existing Employment Agreements listed on the Disclosure Schedule shall be assumed and performed by the Operating Partnership and TDPLP shall have no further obligations thereunder. Any employment agreements between any Entity and any employee that is not disclosed on the Disclosure Schedule shall be terminated in writing as of the Closing and all obligations under such employment agreements shall have been satisfied as of such date. The Operating Partnership or the Company may e...