UK Employees Sample Clauses

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) Any claims, proceedings, demands, awards, losses, damages, costs, liabilities, interest or expenses (“Employment Liabilities”) that may be suffered or incurred by Buyer UK in connection with the employment or dismissal of any person who is not a UK Employee but who transfers or claims to transfer to the Buyer UK pursuant to the Transfer Regulations (as defined in Section 1.13) or otherwise as a result of the Buyer UK entering into this Agreement or Closing provided Buyer UK takes all reasonable steps to minimize those Employment Liabilities and save for any Employment Liabilities which arise in respect of a finding or allegation that the Buyer UK unlawfully discriminated against such person. (ii) Save in relation to “relevant benefits” as defined in Section 612 of the Income and Corporation Taxes Xxx 0000, UNOVA UK shall procure the performance and discharge of all contractual, statutory and other obligations in respect of all of the UK Employees up to and including the Transfer Date and, save as aforesaid, the Selling Entities shall indemnify the Purchasing Entities against any Employment Liabilities arising from any act or omission of UNOVA UK or failure by UNOVA UK to discharge any obligation relating to any of the UK Employees on or prior to the Transfer Date. (iii) Any Employment Liabilities Buyer UK incurs if any UK Employee or his or her employee representative brings a claim arising from a failure by UNOVA UK to carry out its duty to inform and consult under Regulation 10 of the Transfer Regulations provided the Buyer UK complies with its obligations arising under Regulation 10(3) of the Transfer Regulations.

UK Employees. (a) Schedule 1.7 lists all individuals who are employed by the UK Seller or any other affiliate of DTI at the UK Facility as of the date hereof. The Transfer of Undertakings (Protection of Employment) Regulations 1981 (the "UK Transfer Regulations") apply to the sale and purchase of the UK Business effected by this Agreement and accordingly: (i) the contracts of employment between the UK Seller and the UK Employees (save insofar as such contracts relate to any occupational pension scheme) shall transfer to the UK Purchaser with effect from the Closing pursuant to the UK Transfer Regulations; and (ii) all wages, salaries and other benefits of the UK Employees and all United Kingdom PAYE, Tax deductions and National Insurance contributions relating thereto shall be discharged in so far as possible by the UK Seller in respect of the period up to the Closing and by the UK Purchaser thereafter. (b) The UK Seller shall indemnify and keep the UK Purchaser indemnified from and against all claims, demands, actions, proceedings, damages, compensation, tribunal awards, fines, costs, expenses and all other liabilities whatsoever arising out of or connected with any claim or other legal recourse by: (i) any of the UK Employees which relates to any actual or alleged act or omission of the UK Seller or any affiliate of DTI (or any other event or occurrence) prior to the Closing; and/or (ii) any trade union or staff association recognized by the UK Seller or any affiliate of DTI in respect of any of the UK Employees which relates to any actual or alleged act or omission of the UK Seller or any affiliate of DTI (or any other event or occurrence) prior to the Closing (except where such claim or recourse relates to an act or omission of the UK Purchaser). Notwithstanding the foregoing, the indemnity for the benefit of the UK Purchaser under this Section 1.7(b) shall not apply to the extent that any such claims, demands, actions, proceedings, damages, compensation, tribunal awards, fines or other legal recourse arise out of the UK Purchaser's failure to comply with its obligations under Regulation 10 of the UK Transfer Regulations. (c) Subject to Section 1.7(d), the parties intend that the UK Transfer Regulations shall apply only to the UK Employees and accordingly the UK Seller undertakes to indemnify and keep the UK Purchaser indemnified from and against all claims, demands, actions, proceedings, damages, compensation, tribunal awards, fines, costs, expenses and all other l...

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. 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. (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. 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. (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) At Closing, Hxxxxx U.K. shall provide to DTI U.K. an accurate and complete list of the following information for each full-time, part-time or temporary Employee of Hxxxxx U.K. with respect to the Business (to the extent such Employee has provided such information to Hxxxxx U.K.), including each Employee on leave of absence or layoff status: name, title, address, telephone number, gender, marital status, date of birth, work start date, NI number, NI category, tax code, actual rate of pay, payment frequency, sort code, bank name, bank account number, and bank account name. The Parties agree that the sale and purchase pursuant to this Agreement will constitute a relevant transfer for the purposes of TUPE and, accordingly, that such sale and purchase will not operate so as to terminate the contracts of employment of any of the U.K. Employees. Such contracts shall be transferred to DTI U.K. pursuant to TUPE with effect from the Closing Date. (b) Except as set forth on Schedule 3.8(g), Hxxxxx U.K. undertakes to DTI U.K.: (i) that it has complied with, and shall up to and including the Closing Date, comply with all of its obligations (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 U.K. Employees or anybody representing them (or any of the said obligations Hxxxxx U.K. would have had under or in connection with such contracts but for TUPE); (ii) that it has paid and shall pay all sums due to or in relation to the U.K. Employees up to and including the Closing Date (whether arising under applicable Law, equity or otherwise) including all salaries, wages, bonus or commission, expenses, national insurance and pension contributions, Liability to Tax and other sums payable in respect of any period up to the Closing Date; (iii) that it has complied and shall comply in all respects with its obligations under regulation 11 of TUPE; (iv) that it has complied and shall comply in all respects with regulation 13 of TUPE (and that it has provided and shall provide to DTI U.K. such information as DTI U.K. may request in writing in order to verify such compliance); (v) that shall not alter (whether to take effect before, on or after the Closing Date) any of the terms of employment or engagement of any of the U.K. Employees (without the prior written consent of DTI U.K.); (vi) that it has not terminated and shall not terminate or take any steps to term...

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...