SALE AND PURCHASE OF BUSINESS. (a) If the Employer is proposing a sale, transfer or restructuring of its business so that Employees' work may be performed for a new employer, the Employer shall negotiate with the new employer about the sale, transfer or restructuring to the extent that it relates to affected employees.
(b) In this clause, restructuring, new employer and affected employee have the meanings given to them by the Employment Relations Xxx 0000 (as amended)
(c) The Employee hereby consents to the Employer disclosing personal information to the new employer regarding the Employee's employment for the purposes of complying with the Employer's obligations under this clause.
(d) The Employer will adhere to the following process when negotiating with the new employer about the sale, transfer or restructure to the extent that it relates to affected employees: - The Employer will consult with affected employees regarding the proposed sale, transfer or restructuring. - The Employer will negotiate with the new employer regarding the possible transfer of affected employees. - The Employer will explain the terms and conditions of each Employee's employment to the new employer. - The Employer will explain how many employees work in the business and what role each one occupies. - The Employer will discuss whether the affected Employees will transfer to the new employer on the same terms and conditions of employment, whether the new employer can offer alternative positions to Employees and whether redundancy compensation, if any, will be available to those who do not transfer. - The Employer will alert the new employer to any questions or concerns that affected employees may have regarding the sale, transfer or restructuring.
(e) No redundancy compensation is payable in the event of a redundancy
SALE AND PURCHASE OF BUSINESS. 2.1.1 Subject to Clause 5, EFPL shall sell, and Purchaser A shall purchase, xxxx from all Encumbrances (except as expressly provided in this Agreement or disclosed in the Disclosure Letter) as at the Completion Date, the whole of the Business as a going concern except the Property and such right, title and interest as EFPL has in the Property Agreements which EFPL shall sell, and Purchaser B shall purchase (all on the terms and conditions set out in Part B of Schedule 11), free from all Encumbrances (except as expressly provided in this Agreement or disclosed in the Disclosure Letter) as at the Completion Date.
2.1.2 Without prejudice to the generality of Clause 2.1.1, and subject to Clause 2.1.3, there shall be included in the sale under this Agreement to the relevant Purchaser the following:
(i) the Plant and Machinery;
(ii) the Property and such right, title and interest as EFPL has in the Property Agreements and the Gale Common Deeds (all on the terms and cxxxxtions set out in Part B of Schedule 11);
(iii) the Spares;
(iv) the Stock;
(v) the Oil Stocks;
(vi) the Coal Stocks;
(vii) the benefit of the Contracts, insofar as EFPL is entitled, subject to the provisions of Clause 7, to transfer the same;
(viii) the Motor Vehicles;
(ix) the Office Equipment;
(x) the Computer Equipment;
(xi) the Station Know-how;
(xii) the Station Intellectual Property;
(xiii) the benefit of any claim under an insurance policy listed in Schedule 10 made by EFPL prior to Completion to the extent that such claim relates exclusively to any of the Assets, the Property or any Assumed Liability, save to the extent that any such claim relates to:
(a) a Loss incurred by EFPL which has been made good prior to the Completion Date;
(b) any business interruption at the Power Station;
(c) the Powergen Sale and Lease Documents; or
(d) the matters referred to in paragraph 6(a) of the specific disclosures in the Disclosure Letter.
(xiv) the benefit (so far as the same can lawfully be assigned or transferred to the relevant Purchaser) of the Claims. To the extent that any payment is made to EFPL after the Completion Date in respect of any such Claim, EFPL shall receive the same as trustee for the relevant Purchaser, shall record the payment separately in its books and shall account to the relevant Purchaser for the same within five Business Days after receipt;
(xv) the Goodwill; and
SALE AND PURCHASE OF BUSINESS. If Kensington Private Hospital is proposing a sale, transfer or restructuring of its business so that Employees’ work may be performed for a new employer, Kensington Private Hospital shall negotiate with the new employer about the sale, transfer or restructuring to the extent that it relates to affected Employees. In this clause, restructuring, new employer and affected Employee have the meanings given to them by the Employment Relations Act 2000 (as amended). The Employee hereby consents to Kensington Private Hospital disclosing personal information to the new employer regarding the Employee’s employment for the purposes of complying with Kensington Private Hospital Kensington Private Hospital ’s obligations under this clause. Kensington Private Hospital will adhere to the following process when negotiating with the new employer about the sale, transfer or restructure to the extent that it relates to affected Employees: • Kensington Private Hospital will consult with affected Employees regarding the proposed sale, transfer or restructuring. • Kensington Private Hospital will negotiate with the new employer regarding the possible transfer of affected Employees. • Kensington Private Hospital will explain the terms and conditions of each Employee’s employment to the new employer. • Kensington Private Hospital will explain how many Employees work in the business and what role each one occupies. • Kensington Private Hospital will discuss whether the affected Employees will transfer to the new employer on the same terms and conditions of employment, whether the new employer can offer alternative positions to Employees and whether redundancy compensation, if any, will be available to those who do not transfer. • Kensington Private Hospital will alert the new employer to any questions or concerns that affected Employees may have regarding the sale, transfer or restructuring. No redundancy compensation is payable in the event of a redundancy.
SALE AND PURCHASE OF BUSINESS. Nothing in this clause will apply to any employee and they will not be entitled to any redundancy compensation for the loss of their employment when their employment is being terminated by the Company by reason of the sale or transfer of the whole or part of the Company’s business if:
(a) The purchaser of the business or the part being sold or transferred:
i. Has offered the employee employment in the business or the part being sold or transferred and;
ii. Has agreed to treat service with the Company as if it were service with this purchaser and as if it were continuous; and The conditions of employment offered to the employee by the purchaser of the business or part of the business being sold or transferred are the same as, or are no less favourable than, the employee’s conditions of employment contained in this CEA including:
i. Any service-related conditions; and
ii. Any conditions relating to redundancy; and
iii. Any conditions relating to superannuation – under the employment being terminated; and The offer of employment by the purchaser of the business or the part of the business being sold or transferred is an offer to employ the employee in that business or part of the business either:
i. In the same capacity as that in which the employee was employed by the Company; or
ii. In any capacity that the employee is willing to accept; and / or
iii. Any similar position.
SALE AND PURCHASE OF BUSINESS. Upon the terms and conditions of this Agreement, Seller shall deliver, transfer and convey to Purchaser, and Purchaser shall purchase and pay for, the Business and the Non-Competition Agreement. The Business is being sold "as is" with all faults and conditions and no representations and warranties, express or implied, except as set forth in this Agreement.
SALE AND PURCHASE OF BUSINESS. 2.1.1 With effect from Completion, the Vendor shall sell with full title guarantee and the Purchaser shall purchase with the benefit of the several representations, warranties and undertakings contained in this Agreement free from all Encumbrances as at Completion the Assets specified in Clause 2.1.2.
SALE AND PURCHASE OF BUSINESS. 2.1 Subject to the terms of this document and on the basis of the Warranties the Vendors shall sell with full title guarantee as a going concern and the Purchaser shall purchase all of the Assets and the Business free from all Encumbrances and all with effect from the opening of business on the Effective Date and together with all rights of any nature which have become attached to them or accrued in respect of them.
2.2 The Purchaser shall assume liability to pay to the Creditors the Liabilities as and when they become due.
2.3 Nothing herein contained shall operate so as to impose on the Purchaser any obligations or liabilities in respect of other assets or liabilities of the Vendors except as specifically provided in this document.
SALE AND PURCHASE OF BUSINESS. Subject to and upon the terms and conditions set forth in this Agreement, at the Closing, the Sellers will sell, assign and transfer to the Purchaser, and the Purchaser will purchase and acquire from the Sellers, free and clear of all Liabilities (other than Assumed Liabilities) and Liens (other than Permitted Liens), all of the Sellers’ right, title and interest in the assets and property, tangible or intangible, set forth in clauses (a)-(m) of this Section 1.1 and in Schedule 1.2(b) (collectively, the “Assets”):
(a) machinery, equipment, tools, dies, blueprints, office equipment, computer hardware, furniture, furnishings and similar property primarily related to or used in the Business (including the Monterrey PDI Assets), as set forth in Schedule 1.1(a) hereto;
(b) real property, including the Ft. Wxxxx Facility, as set forth in Schedule 1.1(b) hereto, together with the buildings, improvements, fixtures, easements and other attachments or appurtenances thereto;
(c) rights (as lessor or lessee) under leases of real and personal property primarily related to or used in the Business (including the Bentonville Lease), as set forth in Schedule 1.1(c) hereto;
(d) spare parts, operating and other supplies primarily related to or used in the Business (the “Supplies”), including Supplies purchased prior to or on the Closing Date and in transit to the Facilities;
(e) inventories of raw materials, work in process and finished products primarily related to or used in the Business (the “Inventories”), including Inventories purchased prior to or on the Closing Date and in transit to the Facilities;
(f) all accounts and notes receivable, deferred charges, chattel paper and other rights to receive payments that are primarily related to or used in the Business (other than any inter-company receivables or payables with the Sellers or any of their Affiliates, whether or not related to or used in the Business);
(g) rights of the Sellers under all Contracts primarily related to or used in the Business, including Contracts with existing customers and any other Contracts set forth in Schedule 3.5;
(h) all existing records, invoices, customer lists, supplier lists, mailing lists and other data owned by the Sellers and primarily related to or used in the Business that were created within five years of the date hereof, including production reports, service and warranty records, equipment and inventory logs, operating guides and manuals, financial and accounting records, sales re...
SALE AND PURCHASE OF BUSINESS. 2.1.1 Subject to Clause 0, XXXX shall sell, and Purchaser A shall purchase, free from all Encumbrances (except as expressly provided in this Agreement or disclosed in the Disclosure Letter) as at the Completion Date, the whole of the Business as a going concern except the Property and such right, title and interest as EFPL has in the Property Agreements which EFPL shall sell, and Purchaser B shall purchase (all on the terms and conditions set out in Part B of Schedule 11), free from all Encumbrances (except as expressly provided in this Agreement or disclosed in the Disclosure Letter) as at the Completion Date.
2.1.2 Without prejudice to the generality of Clause 2.1.1, and subject to Clause 2.1.3, there shall be included in the sale under this Agreement to the relevant Purchaser the following:
(i) the Plant and Machinery;
(ii) the Property and such right, title and interest as EFPL has in the Property Agreements (all on the terms and conditions set out in Part B of Schedule 11);
(iii) the Spares;
(iv) the Stock;
(v) the Oil Stocks;
(vi) the Coal Stocks;
(vii) the benefit of the Contracts, insofar as EFPL is entitled, subject to the provisions of Clause 7, to transfer the same;
(viii) the Motor Vehicles;
(ix) the Office Equipment;
(x) the Computer Equipment;
(xi) the Station Know-how;
(xii) the Station Intellectual Property;
(xiii) the benefit of any claim under an insurance policy listed in Schedule 10 made by EFPL prior to Completion to the extent that such claim relates exclusively to any of the Assets, the Property or any Assumed Liability, save to the extent that any such claim relates to:
(a) a Loss incurred by EFPL which has been made good prior to the Completion Date;
(b) any business interruption at the Power Station;
(c) the Powergen Sale and Lease Documents; or
(d) the matters referred to in paragraphs 6(a)(i) and 6(a)(ii) of the specific disclosures in the Disclosure Letter;
(xiv) the benefit (so far as the same can lawfully be assigned or transferred to the relevant Purchaser) of the Claims. To the extent that any payment is made to EFPL after the Completion Date in respect of any such Claim, EFPL shall receive the same as trustee for the relevant Purchaser, shall record the payment separately in its books and shall account to the relevant Purchaser for the same within five Business Days after receipt;
(xv) the Goodwill; and
SALE AND PURCHASE OF BUSINESS. Subject to the terms and conditions of this Agreement, Seller shall deliver, transfer and convey to Buyer, and Buyer shall purchase and pay for, the Business and the Non-Competition Agreements. The Business is being sold "as is" with all faults and conditions and no representations and warranties, express or implied, except as set forth in this Agreement. The term "Business" means:
(a) the list of interim housing customers of Seller, which is attached hereto as Schedule 1.1(a);
(b) the on-going leases and contracts of Seller with its customers, the underlying property leases with property owners for such customer leases and contracts, and the on-going office property leases of Seller, all as of the Closing Date (all such contracts and leases are hereinafter referred to as the "Assumed Contracts," all of which are listed on Schedule 1.1(b) attached hereto);
(c) all equipment (including computer equipment), fixtures, furniture and other tangible assets of Seller listed on Schedule 1.1
