Further provisions regarding Employees Sample Clauses
Further provisions regarding Employees. 4.1 The Seller and the Purchaser shall, where and to the extent required by the relevant local Law or custom, inform and consult with employees, trade unions, works councils or other employee representatives regarding the Transaction and/or regarding the offers of employment to be made pursuant to this Schedule 14 and shall fulfil any obligations to notify any statutory or other authority whatsoever about the Transaction.
4.2 Subject to Closing, the Purchaser shall be responsible for and shall indemnify and keep indemnified the Seller and, as an irrevocable third-party stipulation (onherroepelijk derdenbeding), each member of the Seller’s Group (excluding the Group), and the Seller shall in turn indemnify the Purchaser against any Losses which the indemnified Party incurs as a result of the indemnifying Party’s failure to consult and/or inform and/or notify in accordance with Paragraph 4.1. Schedule 15 LONG-TERM BENEFIT ARRANGEMENTS This Schedule describes how relevant material company pension and jubilee plans will transfer from the Seller to the Purchaser. In addition it explains why in some countries where a defined benefit pension plan exists no pension liabilities from the Seller will transfer. When a material pension liability will be assumed by the Purchaser’s Group, the Seller will provide a calculation of the liability including the assumptions that have been used for this.
Further provisions regarding Employees. 4.1 The Seller and the Purchaser shall, where and to the extent required by the relevant local Law or custom, inform and consult with employees, trade unions, works councils or other employee representatives regarding the Transaction and/or regarding the offers of employment to be made pursuant to this Schedule 14 and shall fulfil any obligations to notify any statutory or other authority whatsoever about the Transaction.
4.2 Subject to Closing, the Purchaser shall be responsible for and shall indemnify and keep indemnified the Seller and, as an irrevocable third-party stipulation (onherroepelijk derdenbeding), each member of the Seller’s Group (excluding the Group), and the Seller shall in turn indemnify the Purchaser against any Losses which the indemnified Party incurs as a result of the indemnifying Party’s failure to consult and/or inform and/or notify in accordance with Paragraph 4.1. Part 2 List of Relevant Employees (Employees falling within (b) of the definition of Employees)
1. Austria, expat to USA R&D ENG/DEV/EXPERT/ ARCH/RESEARCH 82 50 1.0 2. Austria, expat to USA R&D ENG/DEV/EXPERT/ ARCH/RESEARCH 101 50 1.0 3. China, on Local Hong Kong contract Commercial REG.BU S&M MANAGER 517 80 1.0 Potentially offer via Beijing entity 4. China, expat from Austria G&A GENERAL MANAGER COUNTRY/SITE 520 90 1.0 Package tbd by Decoy 5. China, expat from NL G&A COUNTRY/SITE CONTR 546 90 1.0 Package tbd by Decoy 6. China, expat from Austria Manufacturing FAB-INDIRECT 600 80 1.0 Package tbd by Decoy 7. China, on Local Hong Kong contract Manufacturing INNOVATION 608 80 1.0 Potentially offer via Beijing entity
Further provisions regarding Employees. (a) Each Party shall where and to the extent required by Law, contract or custom comply with its obligations to inform and consult and to assist the other Party in informing and consulting with employees, trade unions, works councils or other employee representatives regarding the Transaction, the transfer of Automatic Transfer Employees and/or the offers of employment to be made to Non-Automatic Transfer Employees pursuant to this Part 1, and shall fulfil any obligations to notify any statutory or other authority whatsoever in regard thereto.
(b) All Employment Costs with respect to the Employees relating to any act or omission of the Seller’s Group with respect to the period up to the Effective Time shall be borne by the Seller’s Group.
(c) Purchaser shall procure that, in respect of terms and conditions of employment other than terms and conditions relating to redundancy and retirement benefits, those Employees who were employees of Imperial Chemical Industries PLC (or any its subsidiaries) at the time of the acquisition by Seller of Imperial Chemical Industries PLC (the “ICI employees”), continue to enjoy, with effect from the Closing Date until 2 January 2012, terms and conditions that are as favourable in overall terms as those that apply as at the Effective Time, subject to any changes necessary to facilitate the integration of the combined workforce and harmonisation of their terms and conditions, and save that Purchaser and each member of Purchaser’s Group shall be authorised to depart from the foregoing to the extent approved by the relevant employees and/or any relevant trade unions, works councils or other employee representative bodies.
(d) Subject to Closing, Purchaser shall be responsible for and shall fully indemnify and keep indemnified Seller and, as an irrevocable third party stipulation (`derdenbeding´), the relevant members of Seller’s Group from and against any and all Employment Costs incurred on or after the date of Closing, and Employment Liabilities which become due on or after the date of Closing, in respect of any Employee, provided that the foregoing indemnity shall not apply in respect of (i) any Automatic Transfer Employee who rejects the transfer to Purchaser’s Group as a result of the Transaction and as a result thereof remains employed by Seller’s Group, or (ii) any Non-Automatic Transfer Employee or Remaining Transfer Employee who does not accept Purchaser’s offer of employment made in accordance with Paragraph 2(a) or Pa...