Common use of The United Kingdom Clause in Contracts

The United Kingdom. (a) The parties acknowledge that the transfer of the Purchased Assets, including the transfer of the UK Business Employees in accordance with this Agreement, constitutes a relevant transfer for the purposes of the Transfer of Undertakings (Protection of Employment) Regulations 2006 as amended (“UK TUPE Regulations”) and that the contract of employment between Halyard Health UK Limited (“UK Subsidiary”) and each employee deemed to be transferring as identified as UK Business Employees in Section 6.02(a) of the Seller Disclosure Schedule (“UK Business Employees”) (except for any provisions or Liabilities arising under or in connection with any occupational pension scheme and excluded from transfer under the UK TUPE Regulations) will have effect from the Transfer Date (which shall be the “time of transfer” for the purposes of the UK TUPE Regulations) as if originally made between Buyer or one of its Affiliates and each UK Business Employee. (b) The applicable Asset Seller shall, until the Transfer Date, in respect of each of the UK Business Employees, other than in the ordinary course of business: i. perform and observe all the applicable Asset Seller’s obligations and those of any of its predecessors under or in connection with the contract of employment of each UK Business Employee (or any of such obligations the applicable Asset Seller would have had but for the UK TUPE Regulations); ii. pay to each UK Business Employee all sums owing to him or her in respect of any period up to the Transfer Date; iii. comply with the consultation and other requirements set out in Regulations 13 and 14 of the UK TUPE Regulations; iv. comply with the notification of employee liability information and other requirements set out in regulation 11 of the UK TUPE Regulations; v. not alter (whether to take effect before, on or after Transfer Date) any of the terms of employment of any UK Business Employee; vi. not make any deduction from the salary or other payment due to any UK Business Employee (otherwise than in respect of PAYE and National Insurance contributions) unless such deduction has been approved in writing by that employee; vii. not terminate or do anything which may lead to the termination of the contract of employment of, nor dismiss (constructively or otherwise) any UK Business Employee; viii. not transfer or agree to transfer or redeploy or agree to redeploy any UK Business Employee away from working in the UK Subsidiary or induce any UK Business Employee to resign his employment from the UK Subsidiary. (c) On Buyer’s request, the applicable Asset Seller shall give Buyer: i. such assistance as Buyer may reasonably require to contest any claim by any person employed in the UK Subsidiary at or prior to the Transfer Date resulting from or in connection with this agreement; and ii. such information or documents as Buyer may reasonably require relating to the terms and conditions of employment, pension and life assurance arrangements, health, welfare or any other matter concerning any of the UK Business Employees or relating to collective agreements, or collective or individual grievances in the period before the Transfer Date. (d) Buyer or one of its Affiliates shall perform and observe all of the Buyer’s obligations in respect of the UK Business Employees after the Transfer Date. (e) Buyer agrees that it shall comply with the information, consultation and other requirements set out in Regulations 13 and 14 of the UK TUPE Regulations within the requisite timescale set out in those UK TUPE Regulations and provide to the applicable Asset Seller such information in writing as the applicable Asset Seller may request in order to verify such compliance.

The United Kingdom. (a) The parties acknowledge that the transfer of the Purchased Assets, including the transfer of the UK Business Employees in accordance with this Agreement, constitutes a relevant transfer for the purposes of the Transfer of Undertakings (Protection of Employment) Regulations 2006 as amended (“UK TUPE Regulations”) and that the contract of employment between Halyard Health UK Limited (“UK Subsidiary”) and each employee deemed to be transferring as identified as UK Business Employees in Section 6.02(a) of the Seller Disclosure Schedule (“UK Business Employees”) (except for any provisions or Liabilities arising under or in connection with any occupational pension scheme and excluded from transfer under the UK TUPE Regulations) will have effect from the Transfer Closing Date (which shall be the “time of transfer” for the purposes of the UK TUPE Regulations) as if originally made between Buyer or one of its Affiliates and each UK Business Employee. (b) The applicable Asset Seller shall, until the Transfer Closing Date, in respect of each of the UK Business Employees, other than in the ordinary course of business: i. perform and observe all the applicable Asset Seller’s obligations and those of any of its predecessors under or in connection with the contract of employment of each UK Business Employee (or any of such obligations the applicable Asset Seller would have had but for the UK TUPE Regulations); ii. pay to each UK Business Employee all sums owing to him or her in respect of any period up to the Transfer Closing Date; iii. comply with the consultation and other requirements set out in Regulations 13 and 14 of the UK TUPE Regulations; iv. comply with the notification of employee liability information and other requirements set out in regulation 11 of the UK TUPE Regulations; v. not alter (whether to take effect before, on or after Transfer Closing Date) any of the terms of employment of any UK Business Employee; vi. not make any deduction from the salary or other payment due to any UK Business Employee (otherwise than in respect of PAYE and National Insurance contributions) unless such deduction has been approved in writing by that employee; vii. not terminate or do anything which may lead to the termination of the contract of employment of, nor dismiss (constructively or otherwise) any UK Business Employee; viii. not transfer or agree to transfer or redeploy or agree to redeploy any UK Business Employee away from working in the UK Subsidiary or induce any UK Business Employee to resign his employment from the UK Subsidiary. (c) On Buyer’s request, the applicable Asset Seller shall give Buyer: i. such assistance as Buyer may reasonably require to contest any claim by any person employed in the UK Subsidiary at or prior to the Transfer Closing Date resulting from or in connection with this agreement; and ii. such information or documents as Buyer may reasonably require relating to the terms and conditions of employment, pension and life assurance arrangements, health, welfare or any other matter concerning any of the UK Business Employees or relating to collective agreements, or collective or individual grievances in the period before the Transfer Closing Date. (d) Buyer or one of its Affiliates shall perform and observe all of the Buyer’s obligations in respect of the UK Business Employees after the Transfer Closing Date. (e) Buyer agrees that it shall comply with the information, consultation and other requirements set out in Regulations 13 and 14 of the UK TUPE Regulations within the requisite timescale set out in those UK TUPE Regulations and provide to the applicable Asset Seller such information in writing as the applicable Asset Seller may request in order to verify such compliance.