Employees and Terms of Employment. 7.1.1 The Data Room contains details, in relation to each Group Company and the VIA Operations, of:
(i) the total number of the Employees;
(ii) the salary and other benefits, period of continuous employment, location, grade, age and notice period of each Employee; and
(iii) the terms of the contract of employment of each Senior Employee.
Employees and Terms of Employment. 7.1.1 All existing contracts of service with directors (if any) or employees of the Company and all consultancy agreements entered into by the Company have been disclosed in writing to the Purchaser.
7.1.2 All contracts of service with directors (if any) or employees of the Company, and consultancy agreements with the Company, can be terminated with three (3) months’ notice or (where not reduced to writing) by reasonable notice without giving rise to any claim for damages or compensation (other than a statutory redundancy payment or statutory compensation for unfair dismissal).
7.1.3 No changes to any of the contracts or agreements with the directors (if any) and employees of the Company referred to in Paragraph 7.1.1 of this Schedule 4 has been made or proposed whether by the Company or any employee, director or consultant since its disclosure in writing to the Purchaser.
Employees and Terms of Employment. 7.1.1 There are no employees employed in the Group Companies other than those whose details are set out in the Vendors' Disclosure Letter.
7.1.2 There is not in existence any written contract of employment with any director or employee of any Group Company, nor any consultancy agreements with any Group Company, which cannot be terminated by three months' notice or less without giving rise to any claim for damages or compensation (other than a statutory redundancy payment or statutory compensation for unfair dismissal).
7.1.3 The Vendors' Disclosure Letter contains full details, in relation to each Group Company, of:
(i) the total number of employees (including those who are on maternity or paternity leave or absent on the grounds of disability or other long-term leave of absence, and have or may have a statutory or contractual right to return to work in a Group Company);
(ii) the name, date of commencement of employment, period of continuous employment, location, salary and other benefits, grade and age of each employee;
(iii) where any employee is continuously absent from work for a period in excess of one month, the reason for the absence;
(iv) the terms of the contract of employment of each employee entitled to salary at a rate, or an average annual rate over the last three financial years, in excess of (Pounds)40,000 a year; and
(v) the terms of all consultancy agreements.
7.1.4 Except as contemplated by this Agreement, there are no proposals to terminate the employment or consultancy of any employees or consultants of any Group Company or to vary or amend their terms of employment or consultancy (whether to their detriment or benefit).
7.1.5 There are no terms of employment for employees at any Group Company or consultancy agreements with any Group Company or terms of appointment for directors of any Group Company which provide that a change in control of any Group Company (however change in control may be defined in the said document, if at all) shall entitle the said employee, consultant or director to treat the change in control as amounting to a breach of the contract or entitling him to any payment or benefit whatsoever or entitling him to treat himself as redundant or dismissed or released from any obligation.
Employees and Terms of Employment. (a) Complete and accurate details of all material terms of employment of each employee, worker of the Target Group (together the “Staff”) have been disclosed in the Data Room including job description, length of service (including any deemed to be continuous with previous employers), contractual notice entitlement, salary, contractual benefits in kind, profit sharing, bonuses and commissions.
(b) Details of staff dismissed in the 12 months ending on the date of this agreement and the procedures that have been followed in respect of those proceedings have been disclosed in the Data Room.
(c) All maternity, paternity, parental, adoption, equal opportunities, dismissal, disciplinary, grievance and any other policies and procedures (whether legally binding or not) applicable to all or any of the Staff have been disclosed in the Data Room.
(d) Details of any Staff dispute or claim with the Target or any circumstances known to the Seller and which the Seller reasonably anticipates will give rise to any such dispute or claim have been disclosed in the Data Room.
(e) No former Staff have any right or potential right (whether statutory or contractual) to return to work or to be re-instated or re-engaged.
(f) No Staff are on or, where applicable, have notified the Seller in compliance with the applicable Target employment procedures of their intention to be absent due to secondment, maternity leave, adoption leave, parental leave or absent on grounds of disability or other leave of absence exceeding one month.
(g) No Staff are subject to any court order, restrictive covenant or other obligation of which the Seller is aware which might restrict him from fully performing his duties.
(h) No Staff have any current entitlement to receive payments under any employer sponsored disability, permanent health or similar insurance scheme.
(i) No amounts are owing between any Staff and the Target (other than remuneration and pension contributions accrued due in respect of the current month or reimbursements of business expenses).
(j) There are no agency workers or consultants engaged by the Target Group.
(k) No outstanding offer of employment or engagement as an employee, consultant, worker, agent or director has been made by the Target to any person nor has any person accepted such an offer of employment or engagement made by the Target but who has not yet commenced such employment or engagement and who in any such case would earn a basic salary of more than £30,000 per annum.
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Employees and Terms of Employment. (a) The Disclosure Letter sets out a list of all the directors of the Target and all employees of the Target together with particulars of the date of commencement of employment, period of continuous employment, job description or grade, age, salary and all material benefits provided and the applicable terms and conditions of employment of all such directors and employees of the Target. All such information is true, complete and accurate.
(b) No employees of the Target are on secondment, maternity leave or absent on grounds of disability or other long term leave of absence.
(c) No outstanding offer of employment has been made by the Target to any person nor has any person accepted an offer of employment made by the Target but who has not yet commenced such employment.
(d) There are no contracts for services (including without limitation consultancy agreements and agreements with non-executive directors) between the Target and any person.
(e) All subsisting contracts of service or contracts for services (including without limitation consultancy agreements and agreements with non-executive directors) to which the Target is a party are determinable at any time by the Target on 3 months’ notice or less without compensation.
(f) No contracts of employment, contracts for services (including without limitation consultancy agreements and agreements with non-executive directors) with the Target contain liquidated damages clauses or other terms and conditions giving rise to any debt and/or compensation payable by the Target on the termination of any such contract, whether or not such termination is initiated by the individual, consultant or the Target.
(g) No director or employee has given notice to the Target terminating his contract of employment or contract for services which is outstanding as at the date of this agreement.
Employees and Terms of Employment. The Disclosure Letter contains accurate details, in relation to each Hotel at the date of this Agreement, of:
Employees and Terms of Employment. 6.1.1 Particulars of the identities, dates of commencement of employment, or appointment to office, and standard terms and conditions of employment of all the employees and officers of the Company, including without limitation profit sharing, commission or discretionary bonus arrangements, are fully and accurately set out in the Disclosure Letter.
6.1.2 There are no agreements or arrangements (whether or not legally binding) between the Company and any trade union or other body representing employees.
6.1.3 No contract of service exists between the Company and a director or employee in relation to which any relevant requirements of CA s 319 have not been fulfilled.
Employees and Terms of Employment. 8.1.1 The master spreadsheets provided in the Data Room at document reference numbers 9.1.1.1, 9.1.1.2 and 0.
(i) identify the total number of the Relevant Employees; and
(ii) contain reasonable details of the salary and other benefits, period of continuous employment, location, grade and age of each Relevant Employee.
8.1.2 Copies of the terms of the contract of employment of each Senior Employee are contained in the Data Room.
8.1.3 Specimen terms and conditions of each category of Relevant Employee are contained in the Data Room.
Employees and Terms of Employment. 8.1.1 The information disclosed in the Data Room or in the Disclosure Letter contains details, in relation to each Company and Business, of:
(i) the total number of persons employed therein as at the end of the day on the day immediately preceding the Signing Date; and
(ii) the formal employer, salary and other benefits, period of continuous employment and location of each Senior Employee as at the end of the day on the day immediately preceding the Signing Date.
8.1.2 The documents referred to in the Disclosure Letter contain particulars of any collective agreement, social plan or arrangements with trade unions, works councils and other employee representative bodies affecting the terms of employment of any Employee.
Employees and Terms of Employment. 15.1.1 The Management Accounts contain details, in relation to each PMD Group Company, of the approximate total number of Relevant Employees employed by each PMD Group Company as at the date of this agreement (including those who are on maternity or paternity or parental leave or absent on the grounds of disability or other long-term leave of absence, and have or may have a statutory or contractual right to return to work in the PMD Group Company).
15.1.2 As at the date of this agreement there are no Senior Employees or Consultants who are subject to terms and conditions of employment or engagement (as the case may be), including amendments yet to take effect, other than terms and conditions disclosed to the Purchaser.
15.1.3 As at the date of this agreement there are no Relevant Employees (other than Senior Employees) in Germany, the Netherlands, France and the UK who are subject to terms and conditions of employment that are materially different from the specimen terms and conditions for employees of the same grade or category which have been disclosed to the Purchaser.
15.1.4 As at the date of this agreement there are no Relevant Employees (other than Senior Employees or Relevant Employees in Germany, the Netherlands, France and the UK) whose terms and conditions of employment are not standard industry terms and conditions in the particular jurisdiction in which such an employee is employed and which are such as to have a material and adverse effect on a PMD Group Company (either in respect of a term or condition of an individual Relevant Employee, or with respect to the cumulative effect of a term or condition which is common to more than one Relevant Employee).
15.1.5 As at the date of this agreement there are no employees or contractors who wholly or mainly provide their services to a PMD Group Company who are not themselves employed or engaged by a PMD Group Company and who, if they were so employed or engaged, would be Senior Employees or Consultants (as the case may be).
15.1.6 No legally enforceable liability which remains undischarged (and which has a material and adverse effect on a PMD Group Company, either of itself or cumulative with any other such liability of the same nature arising out of the same facts and circumstances) has been or may be incurred by any PMD Group Company for any obligation owed to any Relevant Employee, Consultant, Works Council, Economic Committee or other staff representative organisation.
