DIRECTORS AND EMPLOYEES. (a) The Company shall cause all those individuals who will be officers or directors of the Company or any Retained Subsidiary immediately after the Distribution Time to resign, effective as of the Distribution Time, from all officer or director positions with any of the Distributed Companies or Distributed Company Subsidiaries in which they serve.
(b) The Company shall cause all those individuals who will be officers or directors of any of the Distributed Companies or the Distributed Company Subsidiaries immediately after the Distribution Time to resign, effective as of the Distribution Time, from all officer or director positions with the Company or any Retained Subsidiary in which they serve.
DIRECTORS AND EMPLOYEES. 22 SECTION 3.02
DIRECTORS AND EMPLOYEES. Neither General Agent nor Company shall permit any individual representing the other Party or any Agent or Broker to serve on its or any affiliated entity’s board of directors and shall not jointly employ any such individual.
DIRECTORS AND EMPLOYEES. Seller is not indebted to any employee of the ----------------------- Division, except for amounts due as normal salaries, wages, benefits or reimbursement of ordinary business expenses. The Division is not indebted to any other division of Seller or any Affiliate of Seller. No director, officer or employee of the Division is now, or on the Closing Date will be, indebted to Seller except for ordinary business expense advances due from employees of the Division.
DIRECTORS AND EMPLOYEES. 13.1 The Data Room and/or the Disclosure Letter contains (and such documents are true, complete and accurate in all material respects in respect of these documents) or, as the case may be, the VDD Reports contain details of (and such details are true, complete and accurate in all material respects):
(a) copies of all current contracts of employment or engagement of the Key Employees and the Target Group Senior Management;
(b) copies of all settlement agreements entered into in the two (2) years prior to the date of this Deed with any members of the executive committee of the Target Group;
(c) the pro forma terms of employment or engagement of all categories of Employees;
(d) all staff handbooks, policies, procedures and company practices which create contractual obligations on the Target Group in respect of the terms of employment or engagement of any Employees;
(e) details of the LTIP Documentation, the Junior Cash LTIP Documentation, the Senior Cash LTIP Documentation and the STIP Documentation;
(f) details of all material agreements which any Target Company has entered into, or is in the process of negotiating, with any trade union, works council or similar body representing Employees including agreements requiring information or consultation with such bodies (whether in accordance with Applicable Laws or otherwise) and any recognition and collective agreements entered into with such bodies;
(g) details of current or pending claims made by:
(i) any director of any Target Company; or
(ii) any Employee (or groups of them) or other personnel or former director of any Target Company; or
(iii) any representative of any present or former Employee/s, worker/s and of any such claims which have been threatened and of any such claims which have been made or settled in the last twelve months and of any facts or matters in existence which can reasonably be foreseen as likely to give rise to any such claim, in each case in excess of £100,000 or €140,000; and
(h) copies of any consultancy/sub-contractor or outsourcing agreements/arrangements the annual cost of which exceeds £100,000 or €140,000.
13.2 Other than the schemes set out in the documents specified in Warranty 13.1(e) and any other arrangement specifically referred to in the Transaction Documents, the Target Group does not have any:
(a) share incentive schemes, share option schemes or profit sharing incentive plans;
(b) material liability (in the context of the Target Group as a whole) for any sale incentive...
DIRECTORS AND EMPLOYEES. Properties
DIRECTORS AND EMPLOYEES. 29.1 Complete and accurate details of the terms and conditions of employment of all employees of the Company, including the date of commencement of their continuous period of employment and any arrangements or assurances (whether or not legally binding) in relation to their employment, are contained in the Disclosure Letter.
29.2 The Company has maintained up-to-date, adequate and suitable records regarding the service and terms and conditions of employment of each of its employees.
29.3 The Company has maintained up-to-date adequate and suitable records for the purposes of the Working Time Regulations and has complied with all other obligations to its workers (as "workers" is defined in Regulation 2 of the Working Time Regulations) and there are no claims capable of arising or pending or threatened by any officer or employee or former officer or employee or the Health and Safety Executive or any local authority Environmental Health Department or any trade union or employee representative related to the Working Time Regulations.
29.4 The Company is not a party to any consultancy agreement, any agreement for management services or any contract of services.
29.5 Since the Accounts Date there has been:
(a) no material alteration in the terms of employment or any material change in the number of employees employed by the Company; or
(b) no material increase in any fees, remuneration or benefits paid or payable to any officer or employee of the Company, nor are any negotiations for any such increase current.
29.6 No officer or employee of the Company is remunerated on a profit-sharing, bonus or commission basis.
29.7 Other than salary for the current month and accrued holiday pay, no amount is owing to any present or former officer or employee of the Company.
29.8 There is no share option or share incentive scheme in operation by or in relation to the Company for any of its officers or employees nor is the introduction of such a scheme been proposed.
29.9 The Company has at all relevant times complied with all its obligations under statute and otherwise concerning the health and safety at work of its employees and there are no claims capable of arising or pending or threatened by any employee or third party in respect of any accident or injury which are not fully covered by insurance.
29.10 Save as provided for or taken into account in the Management Accounts:
(a) no claim or liability to make any payment of any kind to any person who is or has been an officer ...
DIRECTORS AND EMPLOYEES. 9.1 All directors (BESTUURDERS) and employees of the Companies, including employees receiving sickness benefits or disability benefits or similar benefits, are listed in ANNEX 5, along with, for each director and employee, his or her function and salary. No director or employee is entitled to any benefit or payment in connection with the consummation of the transactions contemplated by this Agreement.
9.2 The basis of remuneration of and other terms of employment applicable to the directors and the employees do not differ from those in force at the Last Accounting Date, and, with respect to the employees only, except for the annually recurring salary increases pursuant to the applicable labour agreements or otherwise.
9.3 All employee benefit, bonus or profit sharing plans, pension arrangement, early retirement arrangement and other similar arrangements which the Companies maintain or contribute to are listed in ANNEX 6 ("EMPLOYEE BENEFIT PLANS"). All premiums and charges required to be paid in connection with the Employee Benefit Plans, have been paid in full or full provision therefor has been made in the Management Accounts and the Effective Date Balance Sheet to enable the Companies to meet all their obligations for all liabilities, calculated as per the Effective Date Balance Sheet, whether actual, conditional or unconditional, in respect of the Employee Benefit Plans (including without prejudice to the generality of the foregoing so called back service liabilities), and such Employee Benefit Plans have been maintained and operated in accordance with all applicable laws and regulations and with the terms and conditions of the respective plan documents.
9.4 The Companies have at all relevant times complied with all laws pertaining to the works council and health and safety agreements relating to the employment of its employees. No employee or director has been given notice of termination of his employment, and to the best of Warrantor's knowledge, there is no liability vis-a-vis present or former employees whether for termination of employment, personal injury, labour related illness or otherwise and no payments relating thereto are due or have been made since 1999.
DIRECTORS AND EMPLOYEES. 4.1 The names of the Directors and Secretary shown in Schedule 2, are true and complete and no person not named therein as such is a director of the Company.
4.2 The particulars of all employees annexed to the Disclosure Letter show all remuneration and other benefits:-
4.2.1 actually provided; and
4.2.2 which the Company is bound to provide (whether now or in the future) to each officer and employee of the Company and are true and complete and include particulars of and details of participation in all profit sharing, incentive, bonus, commission, share option, medical, permanent health insurance, directors and officers insurance, travel, car, redundancy and other benefit schemes, arrangements and understandings (the "Schemes") operated for all or any employees or former employees of the Company or their dependants whether legally binding on the Company or not.
4.3 The particulars of all employees in the Disclosure Letter is correct.
4.4 There are no standard terms and conditions, staff handbooks and policies which apply to employees of the Company.
4.5 There are no service agreements or contracts of employment between the Company and any of its directors or employees containing any provision in addition to the matters required to be contained under section 1 of the ERA. All employees of the Company have received a written statement of particulars of their employment as required by section 1 of the ERA.
4.6 So far as the Vendor is aware, there are no training schemes, arrangements or proposals, whether past or present, in respect of which a levy may henceforth become payable by the Company under the Industrial Training Act 1982 (as amended) and pending Completion no such schemes, arrangements or proposals will be established or undertaken.
4.7 Since the Last Accounts Date the Company has not made, announced or proposed any changes to the emoluments or benefits of or any bonus to any of its directors, officers or employees and the Company is under no obligation to make any such changes with or without retrospective operation.
4.8 No past or present directors, officer or employee has currently any claim against the Company:
4.8.1 in respect or any accident or injury which is not fully covered by insurance; or
4.8.2 in breach of contract of services or for services; or
4.8.3 for loss of office or arising out of or connected with the termination of his office of employment (including any redundancy payment) and, so far as the Vendor is aware, there is no event...
DIRECTORS AND EMPLOYEES. 21.1 The Banking Company is in compliance with all applicable labour legislations including the relevant shops and establishment legislations in respect of its employees employed in all its offices, the Employees Provident Fund and the Miscellaneous Provisions Act, 1952, the Payment of Bonus Act, 1965, the Minimum Wages Act, 1948, the Employees State Insurance Act, 1948 and Maternity Benefit Act, 1961 and has complied with all its obligations in relation to its employees including in relation to discharge in a timely manner of all payments.
21.2 There is no collective bargaining Contract, profit sharing, pension, retirement, bonus, incentive, compensation, option or benefit plan, employment, consulting or severance Contract and there are no labour unions or other organisations representing, purporting to represent or attempting to represent any employees of the Banking Company. The Banking Company has in relation to each of its employees (and so far as relevant to each of its former employees) complied with all statutes, regulations, codes of conduct, collective Contracts, terms and conditions of employment, orders and awards relevant to their terms and conditions of service or to the relations between the Banking Company and its employees (or former employees, as the case may be) or any recognised trade union, staff association or other body representing its employees or any of them.
21.3 No dispute has arisen between the Banking Company and its employees (or any trade union or other body representing all or any of such employees). No claim in relation to any of the Banking Company's employees or former employees has been made or threatened against the Banking Company or against any person whom the Banking Company is liable to compensate or indemnify.
21.4 Except ESOP 2017 and ESOP 2018, the Banking Company does not have in existence any employee stock option, stock purchase, stock appreciation right or phantom stock option schemes or any other plan or agreement providing for equity compensation to any person.
21.5 With respect to each Benefit Plan (a) all employer and employee contributions to each Benefit Plan required by applicable Law or by the terms of such Benefit Plan have been made, or, if applicable, accrued in accordance with GAAP; (b) the fair market value of the assets of each funded Benefit Plan, the liability of each insurer for any Benefit Plan funded through insurance or the book reserve established for any Benefit Plan, together with any ...
