UK Employees Sample Clauses

UK Employees. (i) Cascade (UK) and the UK Buyer acknowledge that the sale and purchase of the UK Assets constitutes a "relevant transfer" for the purposes of the Transfer Regulations and that under the Transfer Regulations the contracts of employment of the UK Employees shall have effect from the date of Closing as if they had been originally been entered into between the UK Buyer and the UK Employees (except insofar as such contracts relate to retirement benefits made under any occupational pension scheme). (ii) In addition to any indemnification obligation pursuant to Article X, the Sellers shall indemnify the UK Buyer against all Losses arising out of or in connection with: (A) any claim by any UK Employee or any former employee arising from his employment with any of the Sellers or the termination of that employment (howsoever arising) on or prior to the date of Closing; (B) the non-payment or underpayment of salaries, wages, bonuses, overtime, holiday pay, PAYE and National Insurance contributions together with any over-deduction of pension contributions (including additional voluntary contributions deducted by Cascade (UK) relating to the UK Employees or any former employees) in respect of the period prior to the date of Closing; (C) any claim by any current or former employee of Cascade (UK) or any of the Sellers arising from his employment with Cascade (UK) or the Sellers or the termination of that employment (howsoever arising); (D) any claim by any UK Employee or former employee of Cascade (UK), trade union, elected employee representative or staff association in respect of all or any of such employees arising from any failure by Cascade (UK) or any of the Sellers to comply with any legal obligation to any such employee, trade union, representative or staff association or the failure by Cascade (UK) or by any member of the Sellers to comply with any consultation provision of any collective or other agreement with any trade union, representative or staff association or with Regulations 10 and 10A of the Transfer Regulations; (E) any claim by or on behalf of any UK Employee or former employee of Cascade (UK) in respect of the failure to comply with any legal obligation to supply information to and/or consult with a representative of such employee (save and insofar as any claim is attributable to a failure by the buyer to comply with its own obligations to inform and consult with the representative of such employees); (F) any claim, liability or fine arising out ...

UK Employees. The parties agree to work together in an effort to reduce any UK Employee Liability and will comply with applicable law in all material respects in connection therewith. 26. Section 7.10(b)(ii) is hereby amended by deleting “(A) for a Pre-Closing Tax Period, (B)” in the second line thereof. 27. Section 7.10(b)(iii) is hereby amended and restated in its entirety to read as follows: In the case of any Affiliated Acquired Subsidiary, LBHI shall prepare and file the Tax Returns for the Affiliated Group that included such Affiliated Acquired Subsidiary for any Pre-Closing Tax Period or Straddle Period, and LBHI shall timely prepare and file any Tax Return of an Acquired Subsidiary for any period ending within a Pre-Closing Tax Period and shall timely pay the Taxes due and payable on such Pre-Closing Tax Period Tax Returns. Any such Tax Return shall be prepared in a manner consistent with the past practices with respect to such Affiliated Acquired Subsidiary or Acquired Subsidiary, as applicable, except as otherwise required by a change in applicable Law or this Agreement. At least thirty (30) days prior to filing, LBHI shall provide the Company with a copy of the portion of such Tax Returns that relate to the Affiliated Acquired Subsidiaries and each such Tax Return of each Acquired Subsidiary. Within ten (10) days of delivery to the Company any such draft Tax Returns (or the applicable portions thereof which relate to the Affiliated Acquired Subsidiaries), the Company shall inform LBHI of any objections the Company has to such draft Tax Returns (or the applicable portions thereof which relate to the Affiliated Acquired Subsidiaries), and if the Company has no such objections, then LBHI shall cause to be timely filed such Affiliated Group Tax Return or other such Tax Returns completed on the basis of the draft provided to the Company. If within ten (10) days of delivery to the Company of such draft Tax Returns (or the applicable portions thereof which relate to the Affiliated Acquired Subsidiaries), the Company informs the LBHI of the Company’s objection(s) to such draft Tax Returns (or the applicable portions thereof which relate to the Affiliated Acquired Subsidiaries), then LBHI and the Company shall negotiate in good faith to resolve such objection(s). If LBHI and the Company are able to resolve such objection(s) within ten (10) days of the filing deadline for such Tax Return (taking into account any applicable extensions), then LBHI shall cause to be timel...

UK Employees. (i) Buyer UK shall procure the performance and discharge of all contractual, statutory and other obligations in respect of all of the UK Employees after the Transfer Date and all contractual, statutory and other obligations in respect of all the UK Employees in relation to “relevant benefits” as defined in Section 6.12 of the Income and Corporation Taxes Act 1988 whether relating to a period before, on or after the Transfer Date and Buyer UK shall indemnify UNOVA UK against (i) any Employment Liabilities (as defined in Article 11.1(f)(i)) arising from any act or omission of Buyer UK or the failure of the Buyer UK to discharge any obligation relating to any of the UK Employees after the Transfer Date (except where such obligation is an Excluded Liability); and (ii) any anticipatory breach of the contract of employment of an Employee of UNOVA UK by Buyer UK. (ii) Buyer UK agrees to provide UNOVA UK with details of any measures it intends to take in relation to the UK Employees (as required by Regulation 10(2)(d) of the Transfer Regulations) and to indemnify UNOVA UK against any Employment Liabilities it may incur as a result of any failure by Buyer UK to provide this information to UNOVA UK.

UK Employees. The provisions in relation to the UK Employees are set out in the Transition Services Agreement. Therefore, it is agreed between the Parties that the provisions of this Agreement shall not apply to UK Employees or any liabilities arising out of their employment or under their contract of employment.

UK Employees. “UK Employees” shall mean any individual under a contract of services or otherwise who is principally or wholly assigned to any of the Transferred Assets or to any business of the Seller or any of its Affiliates situated immediately before Closing in the United Kingdom.

UK Employees. UNOVA UK and Buyer UK acknowledge that: (a) the transfer of the UK Purchased Assets pursuant to this Agreement constitutes a relevant transfer for the purposes of the Transfer of Undertaking (Protection of Employment) Regulations 1981 (“Transfer Regulations”); and (b) the Employees of UNOVA UK (as listed in Schedule 3.13(a)(4)) will become employees of Buyer UK on the Transfer Date and UNOVA UK will use all reasonable efforts to assist in the transfer of such Employees to the employment of Buyer UK.

UK Employees. The Sellers and the Buyer agree and acknowledge that the Transfer of Undertakings (Protection of Employment Regulations) 1981 ("Transfer Regulations") shall at Closing be applicable in relation to the UK Employees identified on Schedule 6.14 (the "UK Employees"). 'Me Sellers shall be responsible for and shall fully indemnify and keep indemnified the Buyer from and against all and any costs, claims, expenses, damages, demands, actions and liabilities suffered by any Ceridian Entity: arising, directly or indirectly, from any action omission obligation or liability of the UK Seller in relation to the UK Employees prior to the Closing including any act omission or liability which is deemed by virtue of the Transfer Regulations to be the responsibility of the UK Buyer after Closing; arising from any claim in respect of any person who is not a UK Employee, (including, without limitation, the dismissal of such person or employee by UK Buyer or a change in his terms of employment) which arises or is alleged to arise by reason of the operation of the Transfer Regulations; arising out of any claim made by any recognized trade union or elected representative or individual employee under Section 189 of the Trade Union and Labour Relations (Consolidation) Xxx 0000 (as amended) or under Regulation 11 of the Transfer Regulations for protective awards which may have arisen by virtue of the failure to and/or consult on the part of the UK Seller in respect of collective redundancies or business transfers other than pursuant to this Agreement. The Buyer shall be responsible for and shall indemnify and keep indemnified the U.K. Seller from and against all and any costs, claims, expenses, damages and liabilities suffered by the U.K. Seller: arising in respect of the U.K. Employees on or after the Closing which arise out of or are connected with any act or omission by the U.K. Buyer or any event, matter or any other occurrence having its origin on or after the Closing and which the U.K. Seller incurs in relation to any contract of employment of or collective agreement relating to one or more of the U.K. Employees pursuant to the Transfer Regulations; arising out of any act or omission by the U.K. Buyer prior to the Closing which the U.K. Seller incurs by virtue of Regulation 5(5) of the Transer Regulations and/or Article 4(2) of Council Directive 77/187 EEC, arising out of the U.K. Buyer's failure to comply with Regulation 10(2)(d) of the Transfer Regulations. For the avoidance...

UK Employees. (i) A complete and accurate list of the (A) names, (B) dates of commencement of continuous employment, and (C) the terms and conditions of employment, including notice periods and details of material benefits of all the UK Employees, is set forth on Schedule 3.03(g)(i) of the Disclosure Package as of the date indicated thereon. Salary information that is complete and accurate in all material respects for each UK Employee has been separately disclosed on a confidential basis only to Purchaser and Purchaser’s counsel, although it is not contained in the Disclosure Package. (ii) Except as set forth on Schedule 3.03(g)(ii) of the Disclosure Package, there are no Persons employed or engaged on other terms of service by the UK Company apart from the UK Employees, and all of the UK Employees are wholly employed therein. Except as set forth on Schedule 3.03(g)(ii) of the Disclosure Package, none of the UK Employees are on secondment, maternity leave or absent on grounds of disability or other long term leave of absence. Except as set forth on Schedule 3.03(g)(ii) of the Disclosure Package, none of the UK Employees have given notice of their intention to take any period of maternity or parental leave within the six (6) months following the Closing. (iii) Except as set forth on Schedule 3.03(g)(iii) of the Disclosure Package, no Persons have been offered employment commencing after the Closing who would earn a basic salary of more than Thirty Thousand Pounds Sterling (£30,000) per year in aggregate. (iv) Except as set forth on Schedule 3.03(g)(iv) of the Disclosure Package, the current wages and salaries of all UK Employees, officers, workers and consultants of the UK Company will have been paid up to Closing or will be accrued in the Closing Balance Sheet. (v) Except as set forth on Schedule 3.03(g)(v) of the Disclosure Package, there are no agreements or other arrangements (whether or not legally binding) between the UK Company and any trade union or other body representing employees which confer any contractual rights upon any of the UK Employees. (vi) Except as set forth on Schedule 3.03(g)(vi) of the Disclosure Package, the contract of employment of each UK Employee may be terminated by the UK Company without damages or compensation (other than that payable by statute) by the giving of not more than thirteen (13) weeks’ notice at any time. (vii) Except as set forth on Schedule 3.03(g)(vii) of the Disclosure Package, no UK Employee has given or received notice t...

UK Employees. (a) Section 4.13(a) of the Atmel Disclosure Schedule sets forth a true and correct anonymized list of all Atmel UK Employees, as redacted pursuant to applicable UK Laws relating to data privacy, showing for each Atmel UK Employee, the employee number, position (b) Section 4.13(b) of the Atmel Disclosure Schedule sets forth a true and correct anonymized list of all persons providing services to Atmel UK material to the Business under an agreement which is not a contract of employment (in particular consultants), as redacted pursuant to applicable UK Laws relating to data privacy, showing for each such service provider, the company which engages them, the remuneration provided to each individual, the length of notice to terminate such agreement or the expiry date of such agreement. (c) Section 4.13(c) of the Atmel Disclosure Schedule lists all collective bargaining agreements to which Atmel UK is a party applicable to the Atmel UK Employees and all handbooks and current sample standard form contracts which apply to any of the Atmel UK Employees. (d) Section 4.13(d) of the Atmel Disclosure Schedule lists all of the Benefit Plans of which the Atmel UK Employees are beneficiaries or participants. With respect to each of the Benefit Plans identified on Section 4.13(d) of the Atmel Disclosure Schedule, Atmel UK has made available to Buyer true and correct copies or a written description or summary thereof. Each Benefit Plan listed on Section 4.13(d) of the Atmel Disclosure Schedule has been maintained in compliance in all material respects with all applicable Laws of England and Wales. (e) All contributions, insurance premiums, tax and expenses due to and in respect of such Benefit Plans have been duly paid by Atmel UK, and except as set forth in Section 4.13(e) of the Atmel Disclosure Schedule, there are no liabilities outstanding in respect of the Benefit Plans as of the date hereof. (f) Section 4.13(f) of the Atmel Disclosure Schedule lists all stock-based employee compensation plans or incentive scheme (including, without limitation, any commission, profit sharing or bonus scheme) which are maintained, or contributed to, for the benefit of or relating to Atmel UK Employees as of the date hereof. (g) Except as set forth in Section 4.13(g) of the Atmel Disclosure Schedule, as of the date hereof, Atmel UK is not in violation of any Laws applicable to Atmel UK Employees, collective agreements (if any) or employment agreements of such Atmel UK Employees, in partic...

UK Employees. Unless in connection with the Transactions a UK Employee transfers automatically to Purchaser as per applicable laws, Seller will propose to each UK Employee that such employee transfer his/her employment contract or agreement to Purchaser by individual transfer agreement, such transfer being effective, if permitted by applicable laws, as of the Closing Date, otherwise as soon as possible after the Closing Date. Purchaser acknowledges and agrees that it will accept the transfer of such UK Employee according to the provisions of this ARTICLE 8 (whether such transfer is automatic or by individual transfer agreement) and, notwithstanding anything to the contrary in this ARTICLE 8, will maintain such UK Employee’s position, working conditions, benefits, Compensation and length of service as were provided under such UK Employee’s employment contract or agreement with Seller immediately prior to the Closing Date.