Employment and Pensions. 17.1 Each Group Company is in all material respects in compliance with the Labour Contract Law of the PRC, passed by the Standing Committee of the PRC and effective on 1 January 2008.
17.2 Save as described in the Prospectus, there are no amounts owing or promised to any present or former directors, senior management or consultants of any Group Company other than remuneration accrued due or for reimbursement of business expenses.
17.3 No directors or senior management of any Group Company have given or been given notice terminating their contracts of employment.
17.4 There are no proposals to terminate the employment or consultancy of any directors, key employees of any Group Company or to vary or amend their terms of employment (whether to their detriment or benefit).
17.5 No Group Company has outstanding any undischarged liability to pay to any Governmental Authority in any jurisdiction any taxation, contribution or other impost arising in connection with the employment or engagement of directors, employees or consultants by it.
17.6 No liability has been incurred by any Group Company for:
17.6.1 breach of any contract of service, contract for services or consultancy agreement;
17.6.2 redundancy payments;
17.6.3 compensation for wrongful, constructive, unreasonable or unfair dismissal;
17.6.4 failure to comply with any order for the reinstatement or re-engagement of any director, employee or consultant; or
17.6.5 the actual or proposed termination or suspension of employment or consultancy, or variation of any terms of employment or consultancy of any present or former employee, director or consultant of any Group Company.
17.7 No dispute of material importance with the directors, employees (or any trade union or other body representing all or any of such employees), consultants or agents of any Group Company exists or is imminent or threatened. None of the members of the Group is aware of any existing or imminent labour disturbance by the directors, employees or consultants of any of its principal suppliers, customers or contractors which might be expected to result in a Material Adverse Effect.
17.8 All contracts of service in relation to the employment of the Group’s employees are on usual and normal terms which do not and will not in any way whatsoever impose any unusual or onerous obligation on the relevant Group Company and the subsisting contracts of service to which any Group Company is a party are legal, valid and enforceable subject to general ...
Employment and Pensions. 9.1 The Data Room contains true and complete:
(a) copies of the anonymised contracts of employment or engagement of officers, employees or independent contractors of the Group who are entitled to a base monthly salary in excess of JM$1,300,000, and particulars of the remuneration (including salary, bonus and any share incentives arrangements) and benefits applicable to such individuals;
(b) copies of all agreements with any trade union, staff association, staff council, works council, information and consultation body or any other worker representatives relating to any officers, employees or independent contractors of the Group; and
(c) in relation to the Pension Schemes, copies of all material documentation including (as applicable) the establishment and operational documentation, any material communications with the relevant pensions regulator or current or former officers, employees or independent contractors of the Group or their dependants, the most recent actuarial valuation (or other report or advice on the funding position) and the latest annual reports and accounts, as well as any other information to allow the Purchaser to fully appreciate all liabilities under the Pension Schemes.
9.2 Save for the Pension Schemes and any social security arrangements, there is no arrangement by which any of the Group Companies is or may become liable to make any payment on retirement, death or disability for the benefit of any current or former officers, employees or independent contractors of the Group or their dependents.
9.3 Completion will not, either alone or in combination with another event, (a) entitle any officers, employees or independent contractors of the Group to severance pay, unemployment compensation or any other payment or benefit or (b) accelerate the time of payment, vesting, or funding, or increase the amount, of compensation due to any officers, employees or independent contractors of the Group, or vesting of any rights of any such person.
9.4 No Group Company is under any obligation to make any material change in the basis of remuneration or other benefits paid or provided to any of its employees other than salary or wage increases in the ordinary course of business and no material change in the remuneration, benefits and arrangements relating to the Group’s employees is due or has been promised to take place within twelve (12) months of the date of this Agreement.
9.5 There is not in existence nor is it proposed to introduce any share incen...
Employment and Pensions. 12.1 The basis of the remuneration payable to officers and Employees of the Company at the date of this Deed is the same as that in force at the Locked Box Accounts Date and the Company is not under any contractual obligation to increase the salaries of any of its officers or Employees at any future date.
12.2 All Employees are employed under contracts that are terminable at any time on not more than six months' notice without compensation (other than for unfair dismissal or a statutory redundancy payment).
12.3 Particulars of the terms or copies of the contracts of service of any person employed or engaged by the Company who entitled to a base annual salary in excess of £82,500 (each a "Senior
12.4 The Company is not involved in any outstanding dispute with any Employees or former Employees arising out of, affected by, or otherwise relating to the provisions of any employment legislation which is reasonably expected to have a material adverse effect on the business of the Company and no Employee is subject to any current disciplinary warning or procedure.
12.5 No Senior Employee has given or received notice of termination or employment nor will any such person be entitled to terminate their employment or receive any payment as a result of the completion of the Transaction.
12.6 Every Employee or contractor employed or engaged by the Company who requires permission to work in Guernsey in which they are working has current and appropriate permission to work in Guernsey.
12.7 The Data Room includes copies of all handbooks, policies and standard form employment contracts (or letters of engagement) which apply to any Employee.
12.8 So far as the Seller is aware, the Company is not in breach of The Population Management (Guernsey) Law 2016, and has not in the past breached the requirements of The Right to Work (Limitation and Proof) (Guernsey) Law, 1990.
12.9 The Company does not operate nor has it operated any pension scheme, nor contributed or agreed to contribute to any pension scheme.
12.10 The Expats are the only employees of the Seller that are employed by any member of the Target Group by way of a secondment agreement or any other service agreement as at the date of this Deed.
12.11 No employee that has left the Target Group during the 12 month period prior to the date of this Deed has brought or has formally threatened to bring an action or a claim against the relevant Target Group and so far as the Seller is aware, there are no circumstances which are ...
Employment and Pensions. 11.1 The Company has not, nor has ever had, any Employees or Workers.
11.2 No offer of employment or engagement has been made by the Company that has not yet been accepted, or which has been accepted but where the employment or engagement has not yet started.
Part 3 Tax Warranties
Employment and Pensions. There are no Employee Benefit Plans (together with all material documents related thereto) except as listed in Appendix 7.11 (a). Each Employee Benefit Plan is in compliance with all applicable laws in all material respect and has been administered and operated in all material respects in accordance with its terms. Full payment has been made of all amounts which any of the Group Companies is required, under applicable law or under any Employee Benefit Plan or any agreement relating to any Employee Benefit Plan to which any of the Group Companies is a party, to have paid as contributions or premiums thereto. To the extent required by applicable law and the Accounting Principles, provision(s) have been made in the Audited Annual Accounts, for the full amount of all present and future liabilities in respect of pension undertakings to be paid to current or former Directors, or to officers or other employees of the Group Companies. All statutory contributions in respect of pension undertakings to current or former Directors, or to officers or other employees of a Group Company have been made when due. The Group Companies are in compliance in all material respect with all applicable laws, rules and regulations in respect of employment and employment practices, terms and conditions of employment, working hours and their monitoring and wages (including but not limited to applicable collective bargaining agreements) and have not and are not engaged in any unfair labour practice. There is no labour strike, dispute, slowdown or stoppage actually pending or, to Sellers’ Knowledge, threatened against or involving any of the Group Companies. There are no pending employment-related disputes with employees, former employees, officers or directors of any of the Group Companies and the Group Companies have not received notice of any outstanding claim relating to their non-compliance with any employment, labour or related laws except as disclosed in Appendix 7.11 (b). All the employment agreements of the Group Companies are, to Sellers’ Knowledge, within the normal scopes of employment agreements and do not provide for benefits to the employees or liabilities to a Group Company, which are exceptional in the field of business conducted by such Group Company. Neither a Group Company nor, to Sellers’ Knowledge, any employee, officer or director of a Group Company is in violation to any material extent of any term of any employment agreement or any other similar contract or agre...
Employment and Pensions. 7.1.1 The Principal Seller agrees to procure that each relevant member of the Sellers’ Group will, between the date hereof and Completion, comply with and respond to such requests of a trade union, works council or other representative body in respect of the Hotels which have been, or are required to be, consulted or notified of the arrangements contemplated by this Agreement as it considers reasonable (acting in good faith) and the Purchaser agrees to provide such assistance as the Principal Seller may reasonably request in connection with any such compliance and/or response.
7.1.2 The Sellers and the Purchaser shall cooperate together and each use their respective best endeavours to ensure that, following Completion, they each comply with all notification and other legal requirements triggered on Completion in respect of the pension rights of Relevant Employees.
7.1.3 The Purchaser confirms that following Completion the Transferring Budapest Employees will be offered:
(i) membership of a defined contribution pension arrangement in respect of their future service to which the rate of employer contributions payable will be no lower than their current entitlement to 5 per cent. or 10 per cent. (as appropriate) of basic salary excluding bonuses, incentives and overtime pay, being the contribution rates that are paid by and in respect of the Transferring Budapest Employees to the IHG International Savings and Retirement Plan immediately prior to Completion; and
(ii) ancillary benefits that are broadly equivalent in value overall to the following benefits provided to the Transferring Budapest Employees immediately prior to Completion:
(a) life insurance providing death in service lump sum benefits of two times Salary on death and three times Salary on accidental death based on a notional “Salary” of net salary increased by 40 per cent.; and
(b) membership of the International Healthcare Trust Scheme for employees of the Intercontinental Hotels Group, a copy of the terms of which are included in the Data Room at ICBud.8.
Employment and Pensions. 7.15.1 The particulars of employment and remuneration payable to the Key Employees of the Group Companies, including of (i) all bonus, profit-sharing, stock option and similar compensation arrangements, (ii) all non-statutory severance and employment termination benefits and arrangements, (iii) all non-statutory or collective bargaining agreement based pension and retirement benefit arrangements, and (iv) benefits and compensation payable as a result of or in connection with the consummation of the transactions contemplated hereby, are set out in Exhibit 7.15.1 and are complete and correct.
7.15.2 To the best of the Vendor’s knowledge, there is no pending, current or threatened claim or labour litigation in respect of the Company and no current or threatened strike by the employees of the Company, except as set out in Exhibit 7.15.2.
7.15.3 To the extent required by applicable law and the Company Accounting Practices, adequate provisions have been made in the Accounts, for the pension undertakings to be paid to current or former directors, officers or other employees of the Group Companies.
Employment and Pensions. 14.1 Of the Current Employees, fewer than 150 are engaged under contracts of employment (whether on a full or a part-time basis).
14.2 No employment-related action has been taken against any Group Company, within the 12 months prior to Completion, by the Health and Safety Executive, the Commission for Racial Equality, the Disability Rights Commission, the Equal Opportunities Commission or any other body with authority to police or enforce employment rights in the workplace.
14.3 There are no legal proceedings ongoing, pending or (so far as Lomar and the Seller are aware) threatened against Lomar or any Group Company by any Current Employee or by any third party on behalf of such person.
14.4 The Current Employees are lawfully entitled to work in the United Kingdom.
14.5 Other than the 1983 Scheme and the GPPP no Group Company has ever sponsored, designated, participated in or contributed to any Pension Schemes nor has it agreed or announced any proposal to enter into or establish any such arrangement.
14.6 All material particulars of the 1983 Scheme and the GPPP required to permit the Purchaser to form a true and fair view of them, the benefits (including contingent benefits) provided, or to be provided under them, and the Group Companies’ obligations in relation to them have been disclosed to the Purchaser.
14.7 No assurance, promise or guarantee has been made or given to any employee of a Group Company of a particular level or amount of benefit to be provided for or in respect of him under the GPPP on death, retirement or leaving service.
14.8 The 1983 Scheme is a Registered Scheme for the purposes of the Finance Xxx 0000, and so far as the Seller is aware (having made all reasonable enquiries) there is no reason why HM Revenue & Customs would withdraw such status from the 1983 Scheme.
14.9 So far as the Seller is aware (having made all reasonable enquiries) there are no civil, criminal, arbitration, administrative or other proceedings or disputes (which includes, without limitation, contact with the Pensions Regulator or the Pensions Ombudsman) by or against the trustees, managers or administrators of the 1983 Scheme or the GPPP, the Seller or a Group Company (or any other person who a Group Company is or may be liable to indemnify or compensate) (other than routine claims for benefits) and so far as the Seller is aware (having made all reasonable enquiries) none is pending or threatened.
14.10 Each Group Company has complied with its obligations under ...
Employment and Pensions. 21.1 The Service Provider agrees that the entering into and performance of this Agreement by the Service Provider shall not result in any liabilities of the Service Provider or any of its subcontractor being transferred or otherwise vested in The Collaborators and/or any Contracting Body by virtue of the Employment Regulations.
21.2 To the extent that any liabilities of the type referred to in Clause 21.1 do or are alleged to so transfer or vest in The Collaborators and/or any Contracting Body, the Service Provider shall keep The Collaborators and the relevant Contracting Body fully and effectively indemnified in respect of all liabilities, claims, losses and expenses which it may suffer or incur as a result (including the liabilities, claims, losses and expenses which it may suffer or incur as a result of the termination of employment of any such employee following The Collaborators or (as the case may be) relevant Contracting Body becoming aware of such transfer or vesting).
21.3 Key Personnel shall not to be substituted by the Service Provider without the express prior written consent of the Contracting Body, not to be unreasonably withheld. The Service Provider shall (if requested) provide the Contracting Body with all relevant information about the professional qualifications and experience of any proposed substitute Key Personnel. The Service Provider shall not enter into any new Orders until such time as replacement Key Personnel is approved by the Contracting Body.
Employment and Pensions. A. Employment
1. The Provider acknowledges that the Council is currently using a different provider (“Incumbent Provider”) to undertake the Services the same or broadly equivalent to the Services under this Agreement. The parties believe that pursuant to the Transfer of Undertakings (Protection of Employment) Regulations 2006 (“TUPE”), from the start of this Agreement the Provider will not be the employer of the Incumbent Provider’s employees providing the Services immediately prior to the start of this Agreement (the
2. The Provider undertakes to comply fully with its obligations under TUPE. The Provider shall be deemed to have satisfied itself / themselves as to the application of TUPE and shall indemnify the Council against any and all claims made against the Council by any employee in connection with TUPE or otherwise, and shall not itself bring proceedings against the Council in connection with TUPE;
3. The Provider shall be responsible for all emoluments and outgoings in respect of any Transferring Employees (including, without limitation, all wages, bonuses, commission, premiums, subscriptions, PAYE and national insurance contributions and pension contributions), if a Transfer is relevant, which are attributable in whole or in part to the period after the Commencement Date, including any bonuses, commission, premiums, subscriptions and any other prepayments which are payable before the Commencement Date but which are attributable in whole or in part to the period after the Commencement Date;
4. Not later than twelve months prior to the end of the Agreement Term, or in the event of early termination as soon as reasonably possible following receipt or delivery of such notice, the Provider shall fully and accurately disclose to the Council all information that the Council may reasonably request in relation to the Provider’s staff including the following:
A. The total number of Staff whose employment/ engagement shall terminate at the end of the Agreement Term, save for any operation of law; and
B. The age, salary or other remuneration, future pay settlements and redundancy and pensions entitlements of the Staff referred to in para 4(A) above; and
C. The terms and conditions of employment/engagement of the Staff referred to in para 4(A) above, their job titles and qualifications; and
D. Details of any current disciplinary or grievance proceedings on-going or circumstances likely to give rise to such proceedings and details of any claims
E. Details of al...
