THE EMPLOYEES. 4.6.1 The Sellers shall give advance notice as required by law (in accordance with the law or their employment agreements, whichever period is the longer) to all of the Sellers' Employees of their dismissal. The date of termination of the employer-employee relationship shall be the Cutoff Date. If the Cutoff Date falls before the end of the advance notice period, the employer-employee relationship shall be terminated on the Cutoff Date, and the Sellers shall pay the Sellers' Employees notice pay. The Sellers shall make a full final reckoning for all of the Sellers' Employees according to the provisions of the law and the liabilities to such employees (in writing or orally), in accordance with their employment agreements. 4.6.2 By the Cutoff Date all Assimilated Employees shall have signed Letters of Declaration, Waiver and Settlement, and subject thereto, new employment agreements with the Buyer in the form determined by the Buyer under substantially similar employment conditions to those that applied to their work for the Sellers (hereinafter: the "Employment Agreements"). It is understood and agreed that the validity of the Employment Agreements shall be conditional on the completion of this Agreement. The new Employment Agreements shall take effect immediately after the Cutoff Date. 4.6.3 Within twenty days at most after the Cutoff Date, the Sellers shall present to the Buyer copies of letters of release to the relevant funds in respect of all Assimilated Employees as well as Forms 161, in confirmation of payment of full severance pay to the Employees by the Sellers. 4.6.4 On the Cutoff Date, the Sellers shall confirm that they have paid the Assimilated Employees, on the dates determined in the law, all sums required to be paid in the context of the settlement of accounts following termination. Without derogating from the foregoing, the Sellers shall confirm that they had made provisions in respect of all Assimilated Employees and have released all sums owing to them (including severance pay/release of funds) and that they have paid (to the extent required by law or agreement) supplementation of severance pay, full notice pay/payment in lieu of notice, redemption of convalescence days and leave days until the Cutoff Date as aforesaid. The Sellers shall deliver to the Buyer confirmation and an itemization of the reckoning made for each of the Assimilated Employees. It is hereby understood that: (a) the employment of the Assimilated Employees by the Buyer shall begin only commencing on the Cutoff Date and thereafter, according to the terms and conditions of their new Employment Agreements with the Buyer; (b) other than the Maintenance of Rights of certain Assimilated Employees as set forth above, continuity of rights shall not be maintained for the Assimilated Employees in relation to the period of their employment by the Sellers; (c) subject to the provisions of par. (b) above, the Buyer shall in no case bear any liability and/or expense in respect of the employment of the Assimilated Employees and/or any of the Sellers' Employees and/or the termination thereof, in respect of the period that precedes the date of commencement of their employment by the Buyer. It is understood and agreed that the Sellers shall be exclusively and fully liable in respect of the entire period preceding the date of commencement of the employees' employment by the Buyer, and they are the ones that shall bear any and all payments required to be paid and/or which shall be paid by the Buyer to any of the Sellers' Employees in respect of said period. 4.6.5 For the avoidance of doubt, it is understood that the Buyer does not undertake any liability and/or obligation of any and all kinds with respect to the Sellers' Employees who are not among the Assimilated Employees before and/or after the Cutoff Date, and the Sellers shall remain the full employers and fully and solely liable for all obligations to them in all respects.
Appears in 1 contract
Samples: Agreement for the Sale of Business Operations (Bos Better Online Solutions LTD)
THE EMPLOYEES. 4.6.1 11.1 The Sellers shall give advance notice as required Seller and the Purchaser acknowledge and agree that the sale and purchase pursuant to this Agreement will constitute a relevant transfer of business for the purposes of Chapter 1 Section 10 of the Transfer Regulations.
11.2 The Employees employed by law (the Seller at Completion will in accordance with the law or their employment agreements, whichever period is the longer) to all Chapter 1 Section 10 of the Sellers' Transfer Regulations transfer to the Purchaser on unchanged terms of employment.
11.3 All employer liabilities relating to the Employees of their dismissal. The date of termination of (the employer"Employer Liabilities") accrued but unpaid or unsettled at Cut-employee relationship Off Date, whether contractual or statutory in nature, shall be the Cutoff Date. If the Cutoff Date falls before the end liability of the advance notice period, Seller.
11.4 The Seller undertakes to the employer-employee relationship shall be terminated on the Cutoff Date, Purchaser (for itself and the Sellers shall pay the Sellers' Employees notice pay. The Sellers shall make a full final reckoning as trustee for all other possible owners for the time being of the Sellers' Employees according whole or any part of the Business and/or the Assets)
11.4.1 by 31 August 2001 to deliver to the provisions Purchaser a computation (the "Employer Liability Computation") of any Employer Liabilities due at Cut-Off Date but not yet paid and discharged by the law and Seller;
11.4.2 within thirty (30) days from the liabilities date of actual payment by the Purchaser to such employees (in writing or orallythe Employee(s), to pay to the Purchaser any Employer Liability by the Employer Liability Computation at Cut-Off Date demonstrated to be outstandingly unpaid and undischarged at Completion and thereafter paid by the Purchaser; and
11.4.3 as and when due, promptly upon the Purchaser's first demand, to pay and discharge to the Purchaser any Employer Liability not earlier settled to the Purchaser in accordance with their employment agreementsthis Clause 11.4.2 above.
4.6.2 By 11.5 The Purchaser will fully indemnify and keep indemnified the Cutoff Date all Assimilated Employees shall have signed Letters of Declaration, Waiver and Settlement, and subject thereto, new employment agreements with the Buyer in the form determined by the Buyer under substantially similar employment conditions to those that applied to their work for the Sellers (hereinafter: the "Employment Agreements"). It is understood and agreed that the validity of the Employment Agreements shall be conditional on the completion of this Agreement. The new Employment Agreements shall take effect immediately after the Cutoff Date.
4.6.3 Within twenty days at most after the Cutoff Date, the Sellers shall present to the Buyer copies of letters of release to the relevant funds Seller's Group in respect of all Assimilated Employees as well as Forms 161, in confirmation of payment of full severance pay any failure by the Purchaser to provide information to the Employees by Seller (which it was legally obliged to provide) so as to permit the SellersSeller's Group to meet their obligations under the Transfer Regulations.
4.6.4 On 11.6 The Seller agrees to compensate the Cutoff Date, the Sellers shall confirm that they have Purchaser for actually paid the Assimilated Employees, on the dates determined in the law, all sums required to be paid in the context of the settlement of accounts following termination. Without derogating from the foregoing, the Sellers shall confirm that they had made provisions in respect of all Assimilated Employees severance payments and have released all sums owing to them (including severance pay/release of funds) and that they have paid (dismissal costs related to the extent required by law or agreement) supplementation of severance pay, full notice pay/payment in lieu of notice, redemption of convalescence days and leave days until the Cutoff Date as aforesaid. The Sellers shall deliver to the Buyer confirmation and an itemization of the reckoning made for each of the Assimilated Employees. It is hereby understood that: (a) the employment of the Assimilated Specified Employees by the Buyer shall begin only commencing on the Cutoff Date and thereafter, according to the terms and conditions of their new Employment Agreements with the Buyer; (b) other than the Maintenance of Rights of certain Assimilated Employees as set forth above, continuity of rights shall not be maintained for the Assimilated Employees in relation to the period of their employment by the Sellers; (c) subject to the provisions of par. (b) above, the Buyer shall in no case bear any liability and/or expense in respect of the employment of the Assimilated Employees and/or any of the Sellers' Employees and/or the termination thereof, in respect of the period that precedes the date of commencement of their employment by the Buyer. It is understood and agreed provided that the Sellers shall be exclusively and fully liable in respect of Purchaser follows the entire period preceding the date of commencement of the employees' employment by the Buyer, and they are the ones that shall bear any and all payments required to be paid and/or which shall be paid by the Buyer to any of the Sellers' Employees in respect of said periodSeller's instructions.
4.6.5 For the avoidance of doubt, it is understood that the Buyer does not undertake any liability and/or obligation of any and all kinds with respect to the Sellers' Employees who are not among the Assimilated Employees before and/or after the Cutoff Date, and the Sellers shall remain the full employers and fully and solely liable for all obligations to them in all respects.
Appears in 1 contract
THE EMPLOYEES. 4.6.1 14.1 The Sellers shall give advance notice parties agree that the sale and purchase pursuant to this agreement will constitute a relevant transfer for the purposes of TUPE and, accordingly, that it will not operate so as required by law (in accordance with to terminate the law or their contracts of employment agreements, whichever period is the longer) to all of any of the Sellers' Employees of their dismissalUK Employees. The date of termination of the employer-employee relationship Such contracts shall be the Cutoff Date. If the Cutoff Date falls before the end of the advance notice period, the employer-employee relationship shall be terminated on the Cutoff Date, and the Sellers shall pay the Sellers' Employees notice pay. The Sellers shall make a full final reckoning for all of the Sellers' Employees according to the provisions of the law and the liabilities to such employees (in writing or orally), in accordance with their employment agreements.
4.6.2 By the Cutoff Date all Assimilated Employees shall have signed Letters of Declaration, Waiver and Settlement, and subject thereto, new employment agreements with the Buyer in the form determined by the Buyer under substantially similar employment conditions to those that applied to their work for the Sellers (hereinafter: the "Employment Agreements"). It is understood and agreed that the validity of the Employment Agreements shall be conditional on the completion of this Agreement. The new Employment Agreements shall take effect immediately after the Cutoff Date.
4.6.3 Within twenty days at most after the Cutoff Date, the Sellers shall present transferred to the Buyer copies of letters of release pursuant to the relevant funds in respect of all Assimilated Employees as well as Forms 161, in confirmation of payment of full severance pay to the Employees by the Sellers.
4.6.4 On the Cutoff Date, the Sellers shall confirm that they have paid the Assimilated Employees, on the dates determined in the law, all sums required to be paid in the context of the settlement of accounts following termination. Without derogating TUPE with effect from the foregoingEffective Time, the Sellers shall confirm that they had made provisions in respect of all Assimilated Employees and have released all sums owing to them (including severance pay/release of funds) and that they have paid (except to the extent required by law or agreement) supplementation that such contracts relate to old age, invalidity and survivors’ benefits under any occupational pension scheme.
14.2 The parties shall cooperate to effect the smooth transfer of severance pay, full notice pay/payment in lieu of notice, redemption of convalescence days and leave days until the Cutoff Date as aforesaid. The Sellers shall deliver Employees to the Buyer confirmation and an itemization or a member of the reckoning made for each Buyer’s Group on the Completion Date whether pursuant to TUPE or otherwise. The Seller shall (and shall procure that the relevant members of the Assimilated Employees. It is hereby understood that: (aSeller’s Group shall) use reasonable endeavours to ensure the employment Employees become employees of the Assimilated Employees by Buyer’s Group from Completion. To the Buyer shall begin only commencing on the Cutoff Date and thereafter, according to the terms and conditions of their new Employment Agreements with the Buyer; (b) other than the Maintenance of Rights of certain Assimilated Employees as set forth above, continuity of rights shall not be maintained for the Assimilated Employees in relation to the period of their employment by the Sellers; (c) subject to the provisions of par. (b) above, the Buyer shall in no case bear any liability and/or expense in respect of the employment of the Assimilated Employees and/or any of the Sellers' Employees and/or the termination thereof, in respect of the period that precedes the date of commencement of their employment by the Buyer. It is understood and agreed that the Sellers shall be exclusively and fully liable in respect of the entire period preceding the date of commencement of the employees' employment by the Buyer, and they are the ones that shall bear any and all payments required to be paid and/or which shall be paid by the Buyer to any of the Sellers' Employees in respect of said period.
4.6.5 For the avoidance of doubt, it is understood extent that the Buyer does not undertake wish to retain any liability and/or obligation Employees following Completion, the Buyer shall use best endeavours to ensure that it complies with all applicable laws in respect of the termination of any and all kinds with respect Employee.
14.3 The Seller undertakes to the Sellers' Buyer:
14.3.1 that it has complied with all of its obligations and those of any of its predecessors (whether or not legally binding or in respect of which it would be expected to comply by any regulatory or other body to which it is subject) due to or in connection with the Employees who or anybody representing them (or any of the said obligations the Seller would have had under or in connection with such contracts but for TUPE);
14.3.2 that it has paid and shall pay all sums due to or in relation to the Employees, including accrued but unpaid obligations, up to and including the Effective Time (whether arising under common law, statute, equity or otherwise) including all salaries, wages, bonus or commission, expenses, holiday pay, National Insurance and pension contributions, liability to Taxation and other sums payable in respect of any period up to and including the Effective Time on or before the Effective Time;
14.3.3 that it has complied and shall comply in all respects with its obligations under regulation 11 of TUPE;
14.3.4 that there are no sums owing to or from any Employee other than reimbursement of expenses for the current month and wages for the current salary period;
14.3.5 that it has complied and shall comply in all respects with regulation 13 and 14 of TUPE (and that it has provided and shall provide to the Buyer such information as the Buyer may request in writing in order to verify such compliance);
14.3.6 that it has not among in the Assimilated Employees before and/or last 12 months altered and shall not alter (whether to take effect before, on or after the Cutoff DateEffective Time) any of the terms of employment or engagement of any of the Employees (without the prior written consent of the Buyer);
14.3.7 that it has not terminated the employment of any of the Employees or any other person employed and/or engaged by the Seller in Business in the six month period prior to the Effective Time and it shall not terminate or take any steps to terminate (constructively or otherwise) the employment of any of the Employees (without the prior written consent of the Buyer);
14.3.8 that it will not employ, engage or transfer any person who is not an Employee to work in the Business without the prior written consent of the Buyer;
14.3.9 to indemnify the Buyer against all Losses suffered or incurred by the Buyer arising out of or in connection with any of the following:
14.3.9.1 any claim made by an Employee and/or any other person employed and/or engaged by the Seller in Business on or prior to the Effective Time relating to that person’s employment by the Seller prior to the Effective Time;
14.3.9.2 the termination of employment of any person prior to the Effective Time (including but not limited to any claims of unfair dismissal and/or breach of contract);
14.3.9.3 the employment of the Employees and/or other person employed and/or engaged by the Seller in Business on or before the Effective Time;
14.3.9.4 the transfer to the Buyer, by virtue of TUPE, of the employment of any employee of the Seller other than the Employees;
14.3.9.5 the Seller’s failure to comply with its obligations under regulation 13 and/or 14 of TUPE.
14.4 If any contract of employment or engagement or collective agreement not Disclosed to the Buyer has effect as if originally made between the Buyer and any person or body or their representatives as a result of the Sellers provisions of TUPE or otherwise:
14.4.1 the Buyer may terminate such contract or agreement; and
14.4.2 the Seller shall remain indemnify the full employers and fully and solely liable for Buyer against all obligations to them Losses suffered or incurred by the Buyer arising out of or in all respects.connection with any of the following:
Appears in 1 contract
THE EMPLOYEES. 4.6.1 A] The Sellers shall give advance notice as required Seller will provide the Buyer with a list of all the Employees.
B] The Employees are all employed by law (the Seller in accordance with the law or their employment agreements, whichever period is Business at the longer) date of this Agreement.
C] The particulars provided by the Seller to the Buyer show true and complete details of ages and lengths of continuous service of all of the SellersEmployees and by reference to each of the Employees' remuneration payable and other benefits provided or which the Seller is bound to provide (whether now or in the future) to each category of the Employees of their dismissal. The at the date of termination this Agreement or any person connected with any such person and (without limiting the generality of the employer-employee relationship shall be the Cutoff Date. If the Cutoff Date falls before the end foregoing) include particulars of all profit sharing, incentive, bonus, commission arrangements and any other benefit to which any such category of the advance notice period, the employer-employee relationship shall be terminated on the Cutoff Date, and the Sellers shall pay the Sellers' Employees notice pay. The Sellers shall make a full final reckoning for all of the Sellers' Employees according to the provisions of the law and the liabilities to such employees (in writing is entitled or orally), in accordance with their employment agreements.
4.6.2 By the Cutoff Date all Assimilated Employees shall have signed Letters of Declaration, Waiver and Settlement, and subject thereto, new employment agreements with the Buyer in the form determined by the Buyer under substantially similar employment conditions to those that applied to their work for the Sellers (hereinafter: the "Employment Agreements"). It which is understood and agreed that the validity of the Employment Agreements shall be conditional on the completion of this Agreement. The new Employment Agreements shall take effect immediately after the Cutoff Date.
4.6.3 Within twenty days at most after the Cutoff Date, the Sellers shall present to the Buyer copies of letters of release to the relevant funds in respect of all Assimilated Employees as well as Forms 161, in confirmation of payment of full severance pay to the Employees by the Sellers.
4.6.4 On the Cutoff Date, the Sellers shall confirm that they have paid the Assimilated Employees, on the dates determined in the law, all sums required to be paid in the context of the settlement of accounts following termination. Without derogating from the foregoing, the Sellers shall confirm that they had regularly provided or made provisions in respect of all Assimilated Employees and have released all sums owing available to them (including severance pay/release details of fundstheir notice period and their entitlement to holiday) and that they have paid (in any case whether legally binding on the Seller or not.
D] There are no subsisting contracts for the provision by any person of any consultancy services to the extent required by law or agreement) supplementation Business.
E] As at this date of severance pay, full notice pay/payment in lieu of notice, redemption of convalescence days this Agreement and leave days until the Cutoff Date as aforesaid. The Sellers shall deliver to the Buyer confirmation and an itemization best of the reckoning made for each Seller's knowledge none of the Assimilated Employees. It is hereby understood that: (a) Key Employees has given notice terminating his contract of employment with the employment Seller.
F] To the best of the Assimilated Seller's knowledge none of the Employees are under notice of dismissal or has any outstanding dispute with the Seller in connection with or arising from his employment.
G] Unless otherwise disclosed, none of the Employees belongs or has belonged at any material time to an independent trade union recognised by the Buyer shall begin only commencing on Seller or any member of the Cutoff Date and thereafter, according to the terms and conditions of their new Employment Agreements with the Buyer; (b) other than the Maintenance of Rights of certain Assimilated Employees as set forth above, continuity of rights shall not be maintained for the Assimilated Employees Seller's Group in relation to the period of their employment by the Sellers; (c) subject to the provisions of parBusiness. (b) above/s/ Dr. Tan Enk Ee /s/ Yong Siew Wai
H] Save as disclosed, the Buyer shall in there are no case bear any liability and/or expense in respect of the employment of the Assimilated Employees and/or employee representatives representing all or any of the Sellers' Employees and/or which the termination thereof, in respect of the period that precedes Seller has recognised and accepted: I] With effect from the date of commencement this Agreement until the Completion Date the Seller will keep the Buyer informed of their employment by any change in (i) the Buyer. It is understood and agreed that rate of remuneration, or the Sellers shall be exclusively and fully liable in respect emoluments or pension benefits or other contractual benefits, of the entire period preceding Employees or (ii) the date terms of commencement engagement of the employees' employment by the Buyer, and they are the ones that shall bear any and all payments required to be paid and/or which shall be paid by the Buyer to any of the Sellers' Employees in respect of said periodEmployees.
4.6.5 For the avoidance of doubt, it is understood that the Buyer does not undertake any liability and/or obligation of any and all kinds with respect to the Sellers' Employees who are not among the Assimilated Employees before and/or after the Cutoff Date, and the Sellers shall remain the full employers and fully and solely liable for all obligations to them in all respects.
Appears in 1 contract
THE EMPLOYEES. 4.6.1 11.1 The Sellers parties acknowledge and agree that the sale and purchase pursuant to this Agreement will constitute a relevant transfer for the purposes of the Transfer Regulations and that it will not operate so as to terminate any of the contracts of employment of the Employees and such contracts shall give advance notice be transferred to the Purchaser pursuant to the Transfer Regulations with effect from the Transfer Date.
11.2 The Vendor undertakes to the Purchaser (for itself and as required trustee for any Subsidiary or holding company of the Purchaser to which the whole or any part or parts of the Business is transferred):
11.2.1 to pay to the Employees all sums to which they are entitled up to and including the Transfer Date (whether arising under common law, statute, equity or otherwise) including, without limitation, all wages and salaries, sick pay, maternity pay, any liability to taxation, accrued holiday pay, expenses, accrued bonus, commission and other sums payable in respect of any period up to the Transfer Date; and
11.2.2 to comply in all respects with its obligations under Regulation 10 of the Transfer Regulations (and to provide to the Purchaser such information that the Purchaser may request in writing in order to verify such compliance);
11.2.3 fully to indemnify and keep fully indemnified the Purchaser and all other owners referred to in Clause 11.2 against all losses, damages, costs, actions, awards, penalties, fines, proceedings, claims, demands, liabilities (including without limitation any liability to Tax), and expenses (including, without limitation, legal and other professional fees and expenses) which the Purchaser or any of such owners may suffer, sustain, incur, pay or be put to by law reason or on account of or arising from:
(a) any failure by the Vendor to comply with its obligations under Clause 11.2;
(b) any claim or other legal recourse by all or any of the Employees in accordance respect of any fact or matter concerning or arising from employment with the law Vendor or their employment agreements, whichever period is the longer) to all any omission of the Sellers' Vendor prior to the Transfer Date;
(c) any claim or other legal recourse by any trade union or staff association recognised by the Vendor or employee representatives in respect of all or any of the Employees of their dismissal. The date of arising from or connected with the failure by the Vendor to comply with its legal obligations to such trade union or staff association or employee representatives;
(d) the employment or termination of employment by the employer-Purchaser following the Transfer Date of any agent or contractor or employee relationship of the Vendor (other than the Employees) whose employment is transferred to the Purchaser by the Transfer Regulations provided that the Purchaser shall be the Cutoff Date. If the Cutoff Date falls before the end required to terminate on such a person within 7 days of becoming aware of the advance notice period, the employer-employee relationship shall be terminated on the Cutoff Date, and the Sellers shall pay the Sellers' Employees notice pay. The Sellers shall make a full final reckoning for all fact that his or her employment has so transferred by operation of the Sellers' Transfer Regulations;
(e) any act or omission done or omitted to be done by the Vendor in relation to the Employees according or any other employee of the Vendor which by virtue of the Transfer Regulations is deemed to be an act or omission of the Purchaser; and
(f) without prejudice to sub-clause (e) above, any claim or demand or other legal recourse against the Purchaser by any other person or agent or employee or contractor of the Vendor who claims (whether correctly or not) that the Purchaser has inherited liability from the Vendor in respect of them by virtue of the Transfer Regulations.
11.3 If any contract of employment or collective agreement not disclosed to the Purchaser in the Disclosure Letter shall have effect as if originally made between the Purchaser and any of the Employees or a trade union as a result of the provisions of the law and Transfer Regulations:
11.3.1 the liabilities Purchaser may, upon becoming aware of the application of the Transfer Regulations to any such employees (in writing contract of employment or orally)collective agreement, in accordance with their employment agreements.terminate such contract or agreement forthwith; and
4.6.2 By the Cutoff Date all Assimilated Employees shall have signed Letters of Declaration, Waiver and Settlement, and subject thereto, new employment agreements with the Buyer 11.3.2 in the form determined event that the Purchaser terminates such agreement pursuant with Clause 11.3.1 above the Vendor shall indemnify and shall keep indemnified the Purchaser against all losses, damages, costs, actions, proceedings, claims, demands, liabilities (including, without limitation, any liability to Taxation) and expenses (including, without limitation, legal and other professional fees and expenses) which the Purchaser may suffer, incur, sustain, pay or be put to by reason or on account of or arising out of such termination or arising from such contracts of employment or collective agreement before and after Completion if such is not terminated by the Buyer under substantially similar employment conditions to those that applied to their work for the Sellers (hereinafter: the "Employment Agreements"). It is understood and agreed that the validity of the Employment Agreements shall be conditional on the completion of this Agreement. The new Employment Agreements shall take effect immediately after the Cutoff DatePurchaser.
4.6.3 Within twenty days at most after the Cutoff Date, the Sellers shall present to the Buyer copies of letters of release to the relevant funds in respect of all Assimilated Employees as well as Forms 161, in confirmation of payment of full severance pay to the Employees by the Sellers.
4.6.4 On the Cutoff Date, the Sellers shall confirm that they have paid the Assimilated Employees, on the dates determined in the law, all sums required to be paid in the context of the settlement of accounts following termination. Without derogating from the foregoing, the Sellers shall confirm that they had made provisions in respect of all Assimilated Employees and have released all sums owing to them (including severance pay/release of funds) and that they have paid (to the extent required by law or agreement) supplementation of severance pay, full notice pay/payment in lieu of notice, redemption of convalescence days and leave days until the Cutoff Date as aforesaid. The Sellers shall deliver to the Buyer confirmation and an itemization of the reckoning made for each of the Assimilated Employees. It is hereby understood that: (a) the employment of the Assimilated Employees by the Buyer shall begin only commencing on the Cutoff Date and thereafter, according to the terms and conditions of their new Employment Agreements with the Buyer; (b) other than the Maintenance of Rights of certain Assimilated Employees as set forth above, continuity of rights shall not be maintained for the Assimilated Employees in relation to the period of their employment by the Sellers; (c) subject to the provisions of par. (b) above, the Buyer shall in no case bear any liability and/or expense in respect of the employment of the Assimilated Employees and/or any of the Sellers' Employees and/or the termination thereof, in respect of the period that precedes the date of commencement of their employment by the Buyer. It is understood and agreed that the Sellers shall be exclusively and fully liable in respect of the entire period preceding the date of commencement of the employees' employment by the Buyer, and they are the ones that shall bear any and all payments required to be paid and/or which shall be paid by the Buyer to any of the Sellers' Employees in respect of said period.
4.6.5 For the avoidance of doubt, it is understood that the Buyer does not undertake any liability and/or obligation of any and all kinds with respect to the Sellers' Employees who are not among the Assimilated Employees before and/or after the Cutoff Date, and the Sellers shall remain the full employers and fully and solely liable for all obligations to them in all respects.
Appears in 1 contract
