Remuneration and employees. 12.1 Particulars of the identities, dates of commencement of employment (or appointment to office), notice periods, dates of birth, terms and conditions of employment and remuneration (including any bonus, commission, profit sharing, share and other incentive schemes, and collective or workforce agreements) of all the employees, workers and officers of the Company (“Employees”) are contained in the Disclosure Letter and copies of all standard form contracts of employment or particulars of employment statements are in the Data Room. 12.2 There are no amounts owing to any Employees, other than remuneration accrued (but not yet due for payment) in respect of the calendar month in which this Agreement is executed or for reimbursement of business expenses incurred during such month. 12.3 There are no Employees who have been absent due to sickness leave for more than 3 months in the 12 month period ending on the date of this Agreement. 12.4 The Company has not recognised, or done any act which might be construed as recognition of, a trade union and the Company is not party to any agreement with any trade union or organisation of employees. 12.5 The Company is not involved, or has during the 12 months prior to the date of this Agreement been involved, in any strike, lock-out, industrial or trade dispute or any negotiations with any trade union or body of employees or workers. 12.6 There is no material dispute outstanding between the Company and any of its Employees. 12.7 No person is employed or engaged by the Company (whether under a contract of service or contract for services and whether directly, through an agency, subsidiary or otherwise) other than the Employees. 12.8 The Disclosure Letter contains complete copies of the current terms of engagement of all persons engaged under contracts for services with the Company. 12.9 The Company has not offered any contract of employment to any person (except to the Employees). 12.10 The Company has not offered, promised or agreed for the future any variation in any contract of employment in respect of the Employees. 12.11 No Employee has given or received written notice terminating his employment. 12.12 There is no person previously employed by the Company who now has a right to return to work either now or in the future (whether for reasons connected with maternity leave, parental leave or absence by reason of illness or incapacity) or a right to be reinstated or re-engaged by the Company or to any other compensation. 12.13 None of the Employees is absent from work by reason of any disciplinary action. 12.14 The Company has not entered into any commitment to provide any increase in the emoluments or benefits of any Employee which are current or expected to take place within the next six months. 12.15 The Company has performed in all material respects its obligations and duties required to be performed by it in respect of its Employees (and has settled all outstanding claims brought by any Employee against the Company), whether arising under contract, statute, at common law or in equity. 12.16 Particulars of Employees who are required to have permission or permits to work under relevant UK immigration laws are listed in the Disclosure Letter. 12.17 There are no enquiries or investigations existing and of which the Company has had notice or threatened against the Company or, so far as the Vendor is aware, pending into the Company by the Equal Opportunities Commission, the Disability Rights Commission or the Commission for Racial Equality or other similar authorities. 12.18 There are no schemes or arrangements (which are legally enforceable) to which the Company is a party for payment of retirement, pension, disability, or death benefit or similar schemes or arrangements in operation in respect of any of the Employees or their dependants or persons formerly employed or engaged by the Company or their dependants under which the Purchaser or Company may become liable to make payments or to provide equivalent benefits. 12.19 There are not in existence and the Company is not proposing to introduce any bonus, profit sharing scheme, share option scheme, share incentive scheme or any other scheme or arrangement for the benefit of Employees or any of them and whether or not additional to their contractual entitlements. 12.20 The Company has no custom and practice of paying more than statutory redundancy entitlement. 12.21 There is no obligation on the Company to pay contributions to a stakeholder pension arrangement in respect of any employee or officer of the Company.
Appears in 2 contracts
Samples: Share Purchase Agreement (Via Net Works Inc), Sale and Purchase Agreement (Via Net Works Inc)
Remuneration and employees. 12.1 Particulars 21.1 Full particulars of the identities, dates of commencement of employment (or appointment to office), notice periods, dates of birth, terms and conditions of employment and remuneration (including any bonus, commission, profit sharing, share and other incentive schemes, pensions schemes and collective or workforce agreements) of all the employees, workers and officers of the Company (“Employees”) are contained accurately set out in the Disclosure Letter and copies of all standard form their written service agreements or contracts of employment or particulars of employment statements are in attached to the Data RoomDisclosure Letter.
12.2 21.2 There are no amounts owing to any Employeespresent or former officers, workers or employees of the Company other than remuneration accrued (but not yet due unpaid salary for payment) the month of this Agreement and none of them is entitled to accrued but unpaid holiday pay in respect of the calendar month in which this Agreement is executed Company’s current or for reimbursement of business expenses incurred during such monthprevious holiday year.
12.3 21.3 Other than the equity related bonuses payable to officers of the Company and to be paid by the Seller, the Company does not have any other remuneration arrangements that will become vested or payable as a result of the transaction contemplated by this Agreement.
21.4 There are is no Employees person previously employed or engaged by the Company who now has or may have a statutory or contractual right to return to work or to be re-instated or re-engaged by the Company.
21.5 Full details of all employees who have been absent due to sickness leave from work for more than 3 months four consecutive weeks in the 12 month period ending on the date of this AgreementAgreement are contained in the Disclosure Letter.
12.4 21.6 The Company has not recognised, or done any act which might reasonably be construed as recognition of, a trade union and the Company is not party to any agreement with any trade union or organisation of employees or workers nor are any steps being taken by employees, workers or other representatives to ensure trade union recognition.
12.5 21.7 The Company is not involved, or and has not during the 12 months prior to the date of this Agreement been involved, in any strike, lock-out, industrial or trade dispute or any negotiations with any trade union or body of employees or workers.
12.6 There 21.8 The Company does not operate or intend to operate and, in the last 3 years, has not operated any short time working scheme or arrangement or any redundancy or redeployment scheme or arrangement, whether formal or informal, contractual or non-contractual, which provides for early retirement, payments greater than those required by statute or for notice periods greater than those set out in the employees’ contracts of employment or engagement.
21.9 The Company does not use the services of outworkers, agency or other self-employed persons, contracted labour or agents.
21.10 So far as the Seller is no material dispute outstanding between aware, the Company and any of its Employees.
12.7 No person is employed or engaged by the Company (whether under a contract of service or contract for services and whether directly, through an agency, subsidiary or otherwise) other than the Employees.
12.8 The Disclosure Letter contains complete copies of the current terms of engagement of all persons engaged under contracts for services with the Company.
12.9 The Company has not offered any contract of employment to any person (except to the Employees).
12.10 The Company has not offered, promised or agreed for the future any variation in any contract of employment in respect of the Employees.
12.11 No Employee has given or received written notice terminating his employment.
12.12 There is no person previously employed by the Company who now has a right to return to work either now or in the future (whether for reasons connected with maternity leavelast 3 years, parental leave or absence by reason of illness or incapacity) or a right in relation to be reinstated or re-engaged by the Company or to any other compensation.
12.13 None of the Employees is absent from work by reason of any disciplinary action.
12.14 The Company has not entered into any commitment to provide any increase in the emoluments or benefits of any Employee which are current or expected to take place within the next six months.
12.15 The Company has performed all present and former employees and workers, complied in all material respects with all statutes, regulations, orders and codes of conduct relating to employment and relations with employees and trade unions and has complied in all material respects with all agreements for the time being having effect as regards such relations or the conditions of service of its obligations and duties employees (whether collectively or individually) including all payments required to be performed by it in respect made on behalf of its Employees (and has settled all outstanding claims brought by any Employee against the Company), whether arising under contract, statute, at common law or in equity.
12.16 Particulars of Employees who are required to have permission or permits to work under relevant UK immigration laws are listed in the Disclosure Letter.
12.17 There are no enquiries or investigations existing and of which the Company has had notice or threatened against the Company or, so far as the Vendor is aware, pending into the Company by the Equal Opportunities Commission, the Disability Rights Commission or the Commission for Racial Equality or other similar authorities.
12.18 There are no schemes or arrangements (which are legally enforceable) to which the Company is a party for payment of retirement, pension, disability, or death benefit or similar schemes or arrangements in operation in respect of any of the Employees or their dependants or persons formerly employed or engaged by the Company or their dependants under which the Purchaser or Company may become liable to make payments or to provide equivalent benefits.
12.19 There are not in existence and the Company is not proposing to introduce any bonus, profit sharing scheme, share option scheme, share incentive scheme or any other scheme or arrangement for the benefit account of Employees current or any of them former Company employees (including social security contributions and whether or not additional to their contractual entitlementsrequired tax withholding obligations).
12.20 The Company has no custom and practice of paying more than statutory redundancy entitlement.
12.21 There is no obligation on the Company to pay contributions to a stakeholder pension arrangement in respect of any employee or officer of the Company.
Appears in 1 contract
Samples: Share Purchase Agreement (Southern Graphic Systems, Inc.)
Remuneration and employees. 12.1 Particulars Full particulars of the identities, dates of commencement of employment (or appointment to office), length of notice periodsperiod, dates of birth, terms and conditions of employment and remuneration (including any bonus, commission, profit sharing, share and other incentive schemes, and collective or workforce agreements) of all the employees, workers employees and officers of the Company (“Employees”) are contained accurately set out in the Disclosure Letter and copies of all standard form their written service agreements or contracts of employment or particulars of employment statements are in attached to the Data RoomDisclosure Letter.
12.2 There Save for accrued holiday pay in respect of the Company's current holiday year there are no amounts owing to any Employeespresent or former officers, workers or employees of the Company, other than remuneration accrued (but not yet due for payment) in respect of the calendar month in which this Agreement is executed or for reimbursement of business expenses incurred during such month.
12.3 All Contracts of employment between the Company and its directors and employees are terminable by the Company by giving at least the applicable minimum period of notice specified in section 86 Employment Rights Xxx 0000, and the Company is not contractually obliged to make any payment as a consequence of the termination of any such Contract.
12.4 Other than as fairly disclosed in the Disclosure Letter, the Company has not:
12.4.1 with respect to salaried employees earning at least (Pounds)30,000 (excluding overtime payments) per annum, offered to employ or engage any person since the Accounting Date or where such employment or engagement will take effect after the date of this Agreement;
12.4.2 with respect to salaried employees earning at least (Pounds)30,000 (excluding overtime payments) per annum, given or received notice to terminate the employment or engagement of any person since the Accounting Date or where such notice has not yet expired;
12.4.3 with respect to any employee of the Company, offered to employ or engage any person since 30 November 2000 or where such employment or engagement will take effect after the date of this Agreement;
12.4.4 with respect to any employee of the Company, given notice to terminate the employment or engagement of any person since 30 November 2000 or where such notice has not yet expired; or
12.4.5 with respect to any employee of the Company, made, agreed or proposed any material change of terms and conditions of employment or engagement other than as disclosed pursuant to paragraph 12.1 above.
12.5 There is no person previously employed or engaged by the Company who now has or may have a statutory or contractual right to return to work or to be re-instated or re-engaged by the Company.
12.6 There are no Employees employees who have been absent due to sickness leave for more than 3 months in the 12 month period ending on the date of this Agreement.
12.4 12.7 The Company has not recognised, or and has not done any act which might be construed as recognition of, a trade union and the Company is not party to any agreement with any trade union or organisation of employees or workers nor so far as the Vendor is aware are any steps being taken by employees, workers or other representatives to ensure trade union recognition.
12.5 12.8 The Company is not involved, or and has not during the 12 months prior to the date of this Agreement been involved, in any strike, lock-out, industrial or trade dispute or any negotiations with any trade union or body of employees or workers.
12.6 12.9 There is are no material dispute outstanding between the Company and part-time, job share, flexitime or early retirement schemes applicable to any of its Employees.
12.7 No person is employed or engaged by the Company (whether under a contract of service or contract for services and whether directly, through an agency, subsidiary or otherwise) other than the Employees.
12.8 The Disclosure Letter contains complete copies employees of the current terms of engagement of all persons engaged under contracts for services with the Company.
12.9 The Company has not offered any contract of employment to any person (except to the Employees).
12.10 The Company does not operate or intend to operate and has not offeredoperated any short time working scheme or arrangement or any redundancy or redeployment scheme or arrangement, promised whether formal or agreed informal, contractual or non-contractual, which provides for the future any variation payments greater than those required by statute or for notice periods greater than those set out in any contract contracts of employment in respect of the Employeesor engagement.
12.11 No Employee has given The Company does not use the service of agency or received written notice terminating his employmentother self-employed persons, contracted labour or agents.
12.12 There is no person previously employed by the Company who now has a right to return to work either now or in the future (whether for reasons connected with maternity leave, parental leave or absence by reason of illness or incapacity) or a right to be reinstated or re-engaged by the Company or to any other compensation.
12.13 None of the Employees is absent from work by reason of any disciplinary action.
12.14 The Company has not entered into any commitment has, in relation to provide any increase in the emoluments or benefits of any Employee which are current or expected to take place within the next six months.
12.15 The Company has performed all present and former employees and workers, complied in all material respects its obligations with all statutes, regulations, orders and duties required codes of conduct relating to be performed by it in respect of its Employees (employment and relations with employees and trade unions and has settled all outstanding claims brought by any Employee against the Company)maintained adequate and suitable records, whether arising under contract, statute, at common law or in equity.
12.16 Particulars of Employees who are required to have permission or permits to work under relevant UK immigration laws are listed in the Disclosure Letter.
12.17 There are no enquiries or investigations existing and of which the Company has had notice or threatened against the Company or, so far as the Vendor is aware, pending into the Company by the Equal Opportunities Commission, the Disability Rights Commission or the Commission for Racial Equality or other similar authorities.
12.18 There are no schemes or arrangements (which are legally enforceable) to which the Company is a party for payment of retirement, pension, disability, or death benefit or similar schemes or arrangements in operation in respect of any of the Employees or their dependants or persons formerly employed or engaged by the Company or their dependants under which the Purchaser or Company may become liable to make payments or to provide equivalent benefits.
12.19 There are not in existence and the Company is not proposing to introduce any bonus, profit sharing scheme, share option scheme, share incentive scheme or any other scheme or arrangement for the benefit of Employees or any of them and whether or not additional required to their contractual entitlementsdo so by law, regarding the service of each of its employees and has complied with all agreements for the time being having effect as regards such relations or the conditions of service of its employees (whether collectively or individually).
12.20 The Company has no custom and practice of paying more than statutory redundancy entitlement.
12.21 There is no obligation on the Company to pay contributions to a stakeholder pension arrangement in respect of any employee or officer of the Company.
Appears in 1 contract
