EMPLOYEES AND PENSIONS. 10.1 The Company has had personnel employed by and engaged in the business of the Company as detailed in the Disclosure Bundle.
10.2 The Company does not have and has never had any pension schemes entitling employees to retirement or death benefits.
10.3 There are not in existence any stock or share option or incentive schemes or any bonus or profit sharing schemes or similar arrangements in relation to the Company and its employees, directors or officers.
EMPLOYEES AND PENSIONS. Both Parties shall comply with the provisions of Schedule 9 (Employees and Key Personnel) in respect of TUPE and pensions. Schedule 9 shall be deemed to be a material term of this Contract.
EMPLOYEES AND PENSIONS. 12.1 Save for increases in the ordinary course of the Business (which shall include any increases required under Applicable Collective Agreements), the basis of the remuneration payable to the Key Employees at the Execution Date is the same as that payable at the Statutory Accounts Date and no member of the Astra Tech Group is under any contractual obligation to increase the rates of remuneration of or make any bonus or incentive or other similar payment to any of the Key Employees at any future date (other than as a result of matters contemplated by this Agreement).
12.2 No Key Employee has served written notice of termination of its employment.
12.3 The Disclosure Letter contains details of the age, sex, identity, date of commencement of employment and details of salary, bonus and profit sharing arrangements of the Key Employees.
12.4 Details of all material Applicable Collective Agreements are contained in the Disclosure Documents except for industry wide Applicable Collective Agreements which are listed in the Disclosure Letter.
12.5 No trade union is recognised by any member of the Astra Tech Group.
12.6 There are contained in the Disclosure Letter copies of the rules and other material documentation provided to Key Employees relating to all share incentive, share option, profit sharing or bonus arrangements for or affecting any Key Employees, together with material details of the awards and options granted and the total potential liability of each member of the Astra Tech Group in respect of such awards and options.
12.7 So far as the Seller is aware each member of the Astra Tech Group has discharged its obligations in all material respects in relation to salary and any contractual benefits or entitlement relating to its employees.
12.8 The Pension Schemes are the only schemes to which any member of the Astra Tech Group makes payments for providing retirement, death, disability or life assurance benefits. No member of the Astra Tech Group provides or has given any written promise to provide any such benefits except under the Pension Schemes.
12.9 The Disclosure Letter contains copies of:
(a) the current rules of the Pension Schemes;
(b) all material explanatory booklets and announcements provided to the employees of any member of the Astra Tech Group relating to any of the Pension Schemes; and
(c) all material explanatory booklets and announcements provided to the employees of any member of the Astra Tech Group relating to death, disability and life ...
EMPLOYEES AND PENSIONS. 24.1 No agreement or arrangement exists whether legally or morally binding for the provision by the Company of any relevant benefits (as defined in section 612(1) of the Taxes Act, with the omission of the exception in that definition) or any death benefits for any officer or employee or former officer or employee of any of the Companies or for any dependent of any such person.
24.2 None of the Companies has any employee other than crew (including, in particular, any consultant or secondee from an employer which is or is not a member of the Vendors' Group) and no offer of employment has been made by any of the Companies to any person or entity and the Vendors' and compliance with the terms of this agreement will not entitle any directors, officers or employees of any of the companies to receive any payment or other benefit and each of the Companies remains in compliance with all employment and labour Laws applicable to any of the Companies.
24.3 None of the Companies has made or agreed to make a payment or provided or agreed to provide a benefit to a present or former director, officer or employee or to their dependants in connection with the actual or proposed termination or suspension of employment or variation of an employment contract. None of the Companies is involved in any material industrial or trade dispute or negotiation regarding a claim with any trade union, group or organisation of employees or their representatives representing employees.
EMPLOYEES AND PENSIONS. (a) None of the Conveyed Entities have, or have ever had, any employees
(b) None of the Conveyed Entities are, or have ever been, party or subject to any collective bargaining agreement.
(c) There are no subsisting contracts for the provision by any person of any consultancy services to any of the Conveyed Entities.
(d) No Conveyed Entity has a profit-sharing, share option or share incentive schemes or other employee benefit plans in relation to any person and no collective bargaining agreements or agreements or arrangements with trade unions relating to any person (including those of SIC and the Branch).
(e) No liability has been incurred by the Company (including SIC and the Branch) for termination payments.
(f) There is not in operation any pension or life assurance scheme in respect of which the Company, SIC or the Branch have any legally binding liability to contribute.
EMPLOYEES AND PENSIONS. In this clause 9, “
EMPLOYEES AND PENSIONS. 12.1 The parties consider the transaction contemplated by this Agreement to constitute the transfer of an undertaking for the purposes of the Transfer Regulations and agree that the contracts of employment of the Employees will have effect from Completion as if originally made between the Buyer and the Employees (except in respect of pension arrangements).
12.2 The Seller agrees to indemnify and keep indemnified the Buyer against all losses, costs, liabilities, expenses, actions, proceedings, claims and demands arising out of or in connection with :-
(a) any liability in respect of any event or occurrence prior to Completion for which the Buyer may be held liable for any reason whatsoever in connection with the Employees' employment in the Hardware Business by the Seller or a member of the Seller's Group including without limitation any liability in respect of the Employees arising as a result of or incurred by the Seller by virtue of any previous business transfer, any claim arising out of or in connection with any change in the terms of the Employees' employment following any previous business transfer or any failure to inform or consult the Employees or any other person or their respective representatives in respect of any previous business transfer or any other provision of applicable Employment Statutes, and;
(b) any claim by any person other than an Employee relating to that person's employment with the Hardware Business or the termination thereof; and
(c) any claim by any Employee or any other xxxxxx xxxxxxxx to the persons employment in the Hardware Business with the Seller or relevant member of the Seller's Group that any such person are entitled to share options, participation in profit sharing or bonus schemes of any nature which differ from the Option Arrangement whether such entitlement arises pursuant to the Transfer Regulations or otherwise.
(d) any remuneration or emoluments of the Employees which have not been fully, fairly and accurately disclosed to the Buyer in the Disclosure Letter. provided that the Seller's total maximum liability pursuant to paragraph (d) above shall in no event exceed (pound)2,700,000.
12.3 The Buyer shall indemnify and keep indemnified the Seller against all losses, costs, liabilities, expenses, actions, proceedings, claims and demands arising out of or in connection with any claim by an Employee (whether in contract or in tort or under statute (including the Treaty establishing the European Community and any dire...
EMPLOYEES AND PENSIONS. 17.1 The Company nor any employee benefit trust or other third party has made, or agreed to make, any payment to, or provided or agreed to provide any benefit for, any director or former director, officer (or associate of any of the foregoing) of the Company or, whether as compensation for loss of office, or otherwise, which is not allowable as a deduction in calculating the profits of the Company for Taxation purposes, whether up to or after the Accounts Date.
18.1 Any document that may be necessary or desirable in proving the title of the Company to any asset which is owned by the Company at Completion, and each document which the Company may wish to enforce or produce in evidence, is duly stamped for stamp duty purposes. No such documents which are outside the UK would attract stamp duty if they were brought into the UK.
18.2 Neither entering into this Agreement nor Completion will result in the withdrawal of a stamp duty or stamp duty land tax relief granted on or before Completion which will affect the Company.
18.3 No circumstances exist under which paragraph 5 or paragraph 12 of Schedule 7 to the Finance Act 2003 (recovery of relief from another group company or controlling director) could apply to the Company.
18.4 The Disclosure Letter sets out full and accurate details of any chargeable interest (as defined under section 48 of the Finance Act 2003) acquired or held by the Company before Completion in respect of which the Seller is aware, or ought reasonably to be aware, that an additional land transaction return will be required to be filed with a Taxation Authority and/or a payment of stamp duty land tax made on or after Completion.
18.5 Since the Accounts Date, the Company has not incurred any liability to, or been accountable for, any stamp duty reserve tax. There has been no agreement within section 87(1) of the Finance Act 1986 which could lead to the Company incurring such a liability or becoming so accountable.
18.6 The Sale Shares are not chargeable securities for the purposes of section 99 of the Finance Act 1986.
18.7 The Company is not, nor has it been, a person falling within subsections (6), (7) or (8) of section 67 or section 70 of the Finance Act 1986. The Company has not given, nor is it obliged to give, any notification under section 68 or section 71 of the Finance Act 1986 or incurred any liability to stamp duty reserve tax under sections 93-97, of the Finance Act 1986.
EMPLOYEES AND PENSIONS. 16.1 The Disclosure Documents contains particulars of:
(a) the identities, dates of commencement of employment or appointment to office, and terms of employment or appointment of all Key Employees (being those persons whose names are listed in Schedule 8);
(b) those employees who are on secondments, sabbaticals, maternity leave or absent because of disability or other long-term leave of absence and have or may have a statutory or contractual right to return to work with any Group Company (including last working day and expected date of return if known);
(c) positions currently vacant and any new position advertised or intended to be advertised;
(d) any employee whose basic salary exceeds €100,000 per annum currently working out their notice and reasons for leaving; and
(e) any former employee of any Group Company whose basic salary exceeded €100,000 per annum whose position was terminated by such Group Company since the Accounts Date and the reason for termination.
16.2 No employees or directors of any Group Company (other than the Warrantors) are entitled, or will become entitled to receive any payment or other benefit from any Group Company in respect of the proposed sale of the Group.
16.3 Each Warrantor confirms that he is not entitled to, or will become entitled, to any payment or other benefit, from any person in respect of the proposed sale of the Group Companies.
16.4 The principal terms and conditions of each grade and category of employee have not materially changed in the 12 months prior to the date of this Agreement and, so far as the Warrantors are aware, in respect of any officer or employee of any Group Company, no Group Company is obliged to or has made provision to increase or vary from the current basis as disclosed in accordance with warranty 16.1(a):
(a) any non-cash benefits receivable such that the total annual cost of such benefits would increase by more than 5 per cent per annum;
(b) the salary, bonus, or other remuneration such that the total annual payroll would increase by more than 5 per cent per annum; or
(c) the rate of remuneration of any Key Employee.
16.5 Except as Disclosed, there are no share option or share incentive schemes for any officer or employee of any Group Company and there are no bonus, commission, profit sharing or other incentive schemes for any officer or employee of any Group Company whose basic salary exceeds €100,000 or affecting any group of more than 10 employees from the same facility.
16.6 No Group Co...
EMPLOYEES AND PENSIONS. (a) The Target Group Companies have as of the date hereof, neither given notice of termination of employment of any Key Employee nor received notice of any claim from any Key Employee which is outstanding or any notice of termination from any Key Employee. To the knowledge of Sellers there are no reasons to believe that any Key Employee will terminate his or her employment as a result of the completion of the Transaction.
(b) Except as disclosed in Schedule 8.7(b) the completion of the Transaction will not entitle any person to any special transaction bonus/remuneration (or any other payment, reward or benefit of any kind or to receive any enhancement in or improvement to his remuneration, benefits or terms and conditions of service) to be paid or borne by any Target Group Company.
(c) Schedule 8.7(c) contains a list of basic details of all employees of the Target Group Companies (including job title, start date, base salary, DOB, work location and - on a fully anonymous basis only - any severe handicaps). No such employees are entitled to a notice period in excess of the longer of: (i) three months; (ii) a statutorily determined period; or (iii) as disclosed in the list of employee information in Schedule 8.7(c).
A. Prot. 2014/125 CuS 61
(d) Schedule 8.7(d) contains a list of all employee benefits (including, but not limited to incentive arrangements, executive compensation plans, bonus plans, profit-sharing plans, employee pension or retirement plans, severance pay, group life insurance plans or other employee benefit plan,) granted by the Target Group Companies. Except as set out in Schedule 8.7(d) there are no, and none of the Target Group Companies has undertaken to enter into any other, employee benefits.
(e) Schedule 8.7(e) contains a list of all applicable works councils (Betriebsvereinbarungen), collective bargaining agreements other trade union documents (Tarifverträge), reconcilliations of interest (Interessenausgleiche) and social plans (Sozialpläne) to which a Target Group Company is a party. The collective bargaining agreements have been entered into on terms which are normal and customary for companies carrying on similar activities as the Target Group Companies.
(f) Except as disclosed in Schedule 8.7(f) there are no freelancers or temporary workers with a contract term of more than 3 months active for any of the Target Group Companies.
(g) Except as disclosed in Schedule 8.7(g) there are no, and have not been during the last two (2) years,...
