Common use of THE EMPLOYEES Clause in Contracts

THE EMPLOYEES. 11.1 The 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 the Seller at Completion will in accordance with Chapter 1 Section 10 of the Transfer Regulations transfer to the Purchaser on unchanged terms of employment. 11.3 All employer liabilities relating to the Employees (the "Employer Liabilities") accrued but unpaid or unsettled at Cut-Off Date, whether contractual or statutory in nature, shall be the liability of the Seller. 11.4 The Seller undertakes to the Purchaser (for itself and as trustee for all other possible owners for the time being of the whole or any part of the Business and/or the Assets) 11.4.1 by 31 August 2001 to deliver to the Purchaser a computation (the "Employer Liability Computation") of any Employer Liabilities due at Cut-Off Date but not yet paid and discharged by the Seller; 11.4.2 within thirty (30) days from the date of actual payment by the Purchaser to the 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 this Clause 11.4.2 above. 11.5 The Purchaser will fully indemnify and keep indemnified the Seller's Group in respect of any failure by the Purchaser to provide information to the Seller (which it was legally obliged to provide) so as to permit the Seller's Group to meet their obligations under the Transfer Regulations. 11.6 The Seller agrees to compensate the Purchaser for actually paid severance payments and dismissal costs related to the Specified Employees provided that the Purchaser follows the Seller's instructions.

THE EMPLOYEES. 11.1 14.1 The Seller and the Purchaser acknowledge and parties agree that the sale and purchase pursuant to this Agreement agreement will constitute a relevant transfer of business for the purposes of Chapter 1 Section 10 TUPE and, accordingly, that it will not operate so as to terminate the contracts of employment of any of the Transfer RegulationsUK Employees. Such contracts shall be transferred to the Buyer pursuant to TUPE with effect from the Effective Time, except to the extent that such contracts relate to old age, invalidity and survivors’ benefits under any occupational pension scheme. 11.2 14.2 The Employees employed by parties shall cooperate to effect the Seller at Completion will in accordance with Chapter 1 Section 10 smooth transfer of the Transfer Regulations transfer Employees to the Purchaser Buyer or a member of the Buyer’s Group on unchanged terms of employment. 11.3 All employer liabilities relating the Completion Date whether pursuant to TUPE or otherwise. The Seller shall (and shall procure that the Employees (the "Employer Liabilities") accrued but unpaid or unsettled at Cut-Off Date, whether contractual or statutory in nature, shall be the liability relevant members of the Seller’s Group shall) use reasonable endeavours to ensure the Employees become employees of the Buyer’s Group from Completion. To the extent that the Buyer does not wish to retain any 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 Employee. 11.4 14.3 The Seller undertakes to the Purchaser Buyer: 14.3.1 that it has complied with all of its obligations and those of any of its predecessors (for itself and as trustee for all whether or not legally binding or in respect of which it would be expected to comply by any regulatory or other possible owners for body to which it is subject) due to or in connection with the time being Employees or anybody representing them (or any of the whole said obligations the Seller would have had under or any part of the Business and/or the Assetsin connection with such contracts but for TUPE); 11.4.1 by 31 August 2001 14.3.2 that it has paid and shall pay all sums due to deliver or in relation to the Purchaser a computation Employees, including accrued but unpaid obligations, up to and including the Effective Time (the "Employer Liability Computation"whether arising under common law, statute, equity or otherwise) of any Employer Liabilities due at Cut-Off Date but not yet paid including all salaries, wages, bonus or commission, expenses, holiday pay, National Insurance and discharged by the Seller; 11.4.2 within thirty (30) days from the date of actual payment by the Purchaser pension contributions, liability to the Employee(s), to pay to the Purchaser any Employer Liability by the Employer Liability Computation at Cut-Off Date demonstrated to be outstandingly unpaid Taxation 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 this Clause 11.4.2 above. 11.5 The Purchaser will fully indemnify and keep indemnified the Seller's Group other sums payable in respect of any failure 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 in the last 12 months altered and shall not alter (whether to take effect before, on or after the Effective 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 Purchaser to provide information 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 (which it was legally obliged including but not limited to provide) so as 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 permit 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 Group ’s failure to meet their comply with its obligations under the Transfer Regulationsregulation 13 and/or 14 of TUPE. 11.6 The Seller agrees to compensate the Purchaser for actually paid severance payments and dismissal costs related 14.4 If any contract of employment or engagement or collective agreement not Disclosed to the Specified Employees provided that Buyer has effect as if originally made between the Purchaser follows Buyer and any person or body or their representatives as a result of the Seller's instructions.provisions of TUPE or otherwise: 14.4.1 the Buyer may terminate such contract or agreement; and 14.4.2 the Seller shall indemnify the Buyer against all Losses suffered or incurred by the Buyer arising out of or in connection with any of the following:

THE EMPLOYEES. 11.1 The Seller and the Purchaser parties 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 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 be transferred to the Purchaser pursuant to the Transfer RegulationsRegulations with effect from the Transfer Date. 11.2 The Employees employed by the Seller at Completion will in accordance with Chapter 1 Section 10 of the Transfer Regulations transfer to the Purchaser on unchanged terms of employment. 11.3 All employer liabilities relating to the Employees (the "Employer Liabilities") accrued but unpaid or unsettled at Cut-Off Date, whether contractual or statutory in nature, shall be the liability of the Seller. 11.4 The Seller Vendor undertakes to the Purchaser (for itself and as trustee for all other possible owners for any Subsidiary or holding company of the time being of Purchaser to which the whole or any part or parts of the Business and/or the Assets)is transferred): 11.4.1 by 31 August 2001 to deliver to the Purchaser a computation (the "Employer Liability Computation") of any Employer Liabilities due at Cut-Off Date but not yet paid and discharged by the Seller; 11.4.2 within thirty (30) days from the date of actual payment by the Purchaser to the Employee(s), 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 Employer Liability 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 reason or on account of or arising from: (a) any failure by the Employer Liability Computation at Cut-Off 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 respect of any fact or matter concerning or arising from employment with the Vendor or any omission of the 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 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 Purchaser following the Transfer Date demonstrated of any agent or contractor or employee of the Vendor (other than the Employees) whose employment is transferred to the Purchaser by the Transfer Regulations provided that the Purchaser shall be required to terminate on such a person within 7 days of becoming aware of the fact that his or her employment has so transferred by operation of the Transfer Regulations; (e) any act or omission done or omitted to be outstandingly unpaid and undischarged at Completion and thereafter paid done by the Vendor in relation to the Employees 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 11.4.3 as and when due(f) without prejudice to sub-clause (e) above, promptly upon the Purchaser's first demand, to pay and discharge to any claim or demand or other legal recourse against the Purchaser by any Employer Liability not earlier settled to other person or agent or employee or contractor of the Vendor who claims (whether correctly or not) that the Purchaser in accordance with this Clause 11.4.2 above. 11.5 The Purchaser will fully indemnify and keep indemnified has inherited liability from the Seller's Group Vendor in respect of any failure them by the Purchaser to provide information to the Seller (which it was legally obliged to provide) so as to permit the Seller's Group to meet their obligations under virtue of the Transfer Regulations. 11.6 The Seller agrees 11.3 If any contract of employment or collective agreement not disclosed to compensate the Purchaser for actually paid severance payments in the Disclosure Letter shall have effect as if originally made between the Purchaser and dismissal costs related any of the Employees or a trade union as a result of the provisions of the Transfer Regulations: 11.3.1 the Purchaser may, upon becoming aware of the application of the Transfer Regulations to any such contract of employment or collective agreement, terminate such contract or agreement forthwith; and 11.3.2 in the Specified Employees provided event that the Purchaser follows terminates such agreement pursuant with Clause 11.3.1 above the Seller's instructionsVendor 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 Purchaser.

THE EMPLOYEES. 11.1 4.6.1 The 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 Sellers shall give advance notice as required by the Seller at Completion will law (in accordance with Chapter 1 Section 10 the law or their employment agreements, whichever period is the longer) to all of the Transfer Regulations transfer 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 Purchaser on unchanged terms provisions of employmentthe law and the liabilities to such employees (in writing or orally), in accordance with their employment agreements. 11.3 All employer liabilities relating 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 "Employer Liabilities") accrued but unpaid or unsettled at Cut-Off Sellers. 4.6.4 On the Cutoff Date, whether contractual or statutory the Sellers shall confirm that they have paid the Assimilated Employees, on the dates determined in naturethe law, shall all sums required to be paid in the liability context of the Seller. 11.4 The Seller undertakes 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 Purchaser (for itself 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 trustee for all other possible owners for the time being of the whole or any part of the Business and/or the Assets) 11.4.1 by 31 August 2001 to aforesaid. The Sellers shall deliver to the Purchaser a computation Buyer confirmation and an itemization of the reckoning made for each of the Assimilated Employees. It is hereby understood that: (a) the "Employer Liability Computation") employment of any Employer Liabilities due at Cut-Off Date but not yet paid and discharged the Assimilated Employees by the Seller; 11.4.2 within thirty 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; (30b) days from 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 actual payment commencement of their employment by the Purchaser to Buyer. It is understood and agreed that the Employee(s), to pay to Sellers shall be exclusively and fully liable in respect of the Purchaser any Employer Liability entire period preceding the date of commencement of the employees' employment by the Employer Liability Computation at Cut-Off Date demonstrated Buyer, and they are the ones that shall bear any and all payments required to be outstandingly unpaid and undischarged at Completion and thereafter paid and/or which shall be paid by the Purchaser; and 11.4.3 as and when due, promptly upon Buyer to any of the Purchaser's first demand, to pay and discharge to the Purchaser any Employer Liability not earlier settled to the Purchaser in accordance with this Clause 11.4.2 above. 11.5 The Purchaser will fully indemnify and keep indemnified the Seller's Group 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 failure by the Purchaser to provide information liability and/or obligation of any and all kinds with respect to the Seller (which it was legally obliged 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 provide) so as to permit the Seller's Group to meet their obligations under the Transfer Regulationsthem in all respects. 11.6 The Seller agrees to compensate the Purchaser for actually paid severance payments and dismissal costs related to the Specified Employees provided that the Purchaser follows the Seller's instructions.