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 of the Public Xxxxxxxx Xxxxxxxxxx Xxx 0000 or arising out of the failure by any Seller to comply with its obligations under section 193 of the Trade Union and Labour Relations (Consolidation) Xxx 0000 in respect to any act or omission on or prior to the Closing Date; (G) any claim by any UK Employee or former employee of Cascade (UK) against the UK Buyer made under Regulation 5(5) of the Transfer Regulations. (iii) In addition to any indemnification obligation pursuant to Article X, the UK Buyer shall indemnify Cascade (UK) against all Losses relating to the UK Employees or former employee of Cascade (UK) arising solely from the non-payment of salaries, wages, bonuses, overtime, holiday pay, PAYE and National Insurance contributions after the date of Closing and any Losses which arise in connection with the termination of the employment of any such employees by the UK Buyer after the date of Closing. (iv) The Sellers shall following the date of Closing at their own expense provide to the UK Buyer in relation to any UK Employee such information or documents which are not delivered to the UK Buyer at the date of Closing as the UK Buyer may reasonably require relating to the terms and conditions of employment, pension and life assurance arrangements, health, welfare or any other matter concerning such employee or his employment with the Sellers prior to the date of Closing. (v) Schedule 7.4 shall apply in respect of pensions matters relating to the UK Employees, and the UK Buyer and Cascade (UK) will, promptly following the Closing, enter into a Deed of Participation to such effect.
Appears in 1 contract
UK Employees. (i) Cascade Any claims, proceedings, demands, awards, losses, damages, costs, liabilities, interest or expenses (UK“Employment Liabilities“) and 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 acknowledge that the sale and purchase of the UK Assets constitutes a "relevant transfer" for the purposes of pursuant to the Transfer Regulations and that under the Transfer Regulations the contracts of employment (as defined in Section 1.13) or otherwise as a result of the Buyer UK Employees shall have effect from 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 date of Closing as if they had been originally been entered into between the Buyer UK Buyer and the UK Employees (except insofar as unlawfully discriminated against such contracts relate to retirement benefits made under any occupational pension scheme)person.
(ii) In addition Save in relation to any indemnification obligation pursuant “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 Article Xand including the Transfer Date and, save as aforesaid, the Sellers Selling Entities shall indemnify the UK Buyer Purchasing Entities against all Losses arising out of or in connection with:
(A) any claim by any UK Employee or any former employee Employment Liabilities arising from his employment with any act or omission of UNOVA UK or failure by UNOVA UK to discharge any obligation relating to any of the Sellers or the termination of that employment (howsoever arising) UK Employees on or prior to the date of Closing;Transfer Date.
(Biii) 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 Any Employment Liabilities Buyer 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 incurs if any UK Employee or former employee of Cascade (UK), trade union, elected his or her employee representative or staff association in respect of all or any of such employees brings a claim 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 UNOVA UK to comply with carry out its own obligations duty to inform and consult with the representative of such employees);
(F) any claim, liability or fine arising out under Regulation 10 of the Public Xxxxxxxx Xxxxxxxxxx Xxx 0000 or arising out of Transfer Regulations provided the failure by any Seller to comply Buyer UK complies with its obligations under section 193 of the Trade Union and Labour Relations (Consolidation) Xxx 0000 in respect to any act or omission on or prior to the Closing Date;
(G) any claim by any UK Employee or former employee of Cascade (UK) against the UK Buyer made arising under Regulation 5(510(3) of the Transfer Regulations.
(iii) In addition to any indemnification obligation pursuant to Article X, the UK Buyer shall indemnify Cascade (UK) against all Losses relating to the UK Employees or former employee of Cascade (UK) arising solely from the non-payment of salaries, wages, bonuses, overtime, holiday pay, PAYE and National Insurance contributions after the date of Closing and any Losses which arise in connection with the termination of the employment of any such employees by the UK Buyer after the date of Closing.
(iv) The Sellers shall following the date of Closing at their own expense provide to the UK Buyer in relation to any UK Employee such information or documents which are not delivered to the UK Buyer at the date of Closing as the UK Buyer may reasonably require relating to the terms and conditions of employment, pension and life assurance arrangements, health, welfare or any other matter concerning such employee or his employment with the Sellers prior to the date of Closing.
(v) Schedule 7.4 shall apply in respect of pensions matters relating to the UK Employees, and the UK Buyer and Cascade (UK) will, promptly following the Closing, enter into a Deed of Participation to such effect.
Appears in 1 contract
UK Employees. (ia) Cascade (UK) and the UK Buyer acknowledge The parties agree that the sale and purchase of the UK Assets constitutes pursuant to this Agreement will constitute a "relevant transfer" transfer for the purposes of the Transfer Regulations and and, accordingly, that under the Transfer Regulations it will not operate so as to terminate the contracts of employment of any of the UK Employees Employees. Such contracts shall have be transferred to UK Buyer pursuant to the Regulations with effect from the date of Closing as if they had been originally been entered into between the Date.
(b) Buyer and UK Buyer shall indemnify Seller and the UK Employees (except insofar as such contracts relate to retirement benefits made under Subsidiary in respect of 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 Demand in connection with:
(Ai) any Employment Costs attributable to the period from and after the Closing Date;
(ii) any claim by any a UK Employee made against the UK Subsidiary which arises from or in relation to any former employee arising from his employment with any act or omission of the Sellers or the termination of that employment (howsoever arising) UK Buyer on or prior after the Closing Date save 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 extent any such employee, trade union, representative act 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 omission is attributable to a failure by Seller or the buyer UK Subsidiary to comply with its obligations under this Agreement or the Regulations; and
(iii) any failure by UK Buyer to comply with its information and consultation obligations under the Regulations (including providing the UK Subsidiary with such information as is necessary in order to allow it to perform its own obligations under the Regulations).
(c) Seller and the UK Subsidiary shall indemnify Buyer and UK Buyer in respect of any Demand in connection with:
(i) any Employment Costs attributable to inform and consult with the representative of such employees)period before the Closing Date;
(Fii) any claim, liability act or fine arising out omission or alleged act or omission of the Public Xxxxxxxx Xxxxxxxxxx Xxx 0000 UK Subsidiary or arising out Seller in respect of any UK Employee which arose on or before the Closing Date including, without limitation, where such act or omission is deemed or alleged to have been an act or omission by UK Buyer by virtue of the Regulations; and
(iii) any failure by any the UK Subsidiary or Seller to comply with its obligations under section 193 of the Trade Union Regulations save that the UK Subsidiary and Labour Relations (Consolidation) Xxx 0000 in respect to any act or omission on or prior Seller shall have no liability if and to the Closing Date;
(G) extent any claim such failure is attributable to a failure by any UK Employee or former employee of Cascade (UK) against the UK Buyer made to comply with its own obligations under Regulation 5(5) of the Transfer Regulations.
(iii) In addition to any indemnification obligation pursuant to Article X, the UK Buyer shall indemnify Cascade (UK) against all Losses relating to the UK Employees or former employee of Cascade (UK) arising solely from the non-payment of salaries, wages, bonuses, overtime, holiday pay, PAYE and National Insurance contributions after the date of Closing and any Losses which arise in connection with the termination of the employment of any such employees by the UK Buyer after the date of Closing.
(iv) The Sellers shall following the date of Closing at their own expense provide to the UK Buyer in relation to any UK Employee such information or documents which are not delivered to the UK Buyer at the date of Closing as the UK Buyer may reasonably require relating to the terms and conditions of employment, pension and life assurance arrangements, health, welfare or any other matter concerning such employee or his employment with the Sellers prior to the date of Closing.
(v) Schedule 7.4 shall apply in respect of pensions matters relating to the UK Employees, and the UK Buyer and Cascade (UK) will, promptly following the Closing, enter into a Deed of Participation to such effect.
Appears in 1 contract
UK Employees. (ia) Cascade (UK) and Schedule 1.7 lists all individuals who are employed by the UK Buyer acknowledge that 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 Assets constitutes a "relevant transfer" for the purposes of the Transfer Regulations Business effected by this Agreement and that under the Transfer Regulations accordingly:
(i) 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 Seller and the UK Employees (except save insofar as such contracts relate to retirement benefits made under any occupational pension scheme).) shall transfer to the UK Purchaser with effect from the Closing pursuant to the UK Transfer Regulations; and
(ii) In addition to any indemnification obligation pursuant to Article Xall wages, the Sellers shall indemnify salaries and other benefits of the UK Buyer against Employees and 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 salariesUnited Kingdom PAYE, wages, bonuses, overtime, holiday pay, PAYE Tax deductions and National Insurance contributions together with any over-deduction of pension contributions (including additional voluntary contributions deducted relating thereto shall be discharged in so far as possible by Cascade (UK) relating to the UK Employees or any former employees) 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 date of Closing;; and/or
(Cii) any claim trade union or staff association recognized by the UK Seller or any current or former employee affiliate of Cascade (UK) or DTI in respect of any of the Sellers arising from his employment with Cascade (UK) UK Employees which relates to any actual or alleged act or omission of 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 Seller or any affiliate of such employees arising from any failure by Cascade DTI (UK) or any other event or occurrence) prior to the Closing (except where such claim or recourse relates to an act or omission of the Sellers UK Purchaser). Notwithstanding the foregoing, the indemnity for the benefit of the UK Purchaser under this Section 1.7(b) shall not apply to comply with any legal obligation to the extent that any such employeeclaims, trade uniondemands, 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 actions, proceedings, damages, compensation, tribunal awards, fines 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 recourse arise out of the Public Xxxxxxxx Xxxxxxxxxx Xxx 0000 or arising out of the UK Purchaser's failure by any Seller to comply with its obligations under section 193 Regulation 10 of the Trade Union and Labour Relations (Consolidation) Xxx 0000 in respect to any act or omission on or prior to the Closing Date;
(G) any claim by any UK Employee or former employee of Cascade (UK) against the UK Buyer made under Regulation 5(5) of the Transfer Regulations.
(iiic) In addition Subject to any indemnification obligation pursuant to Article XSection 1.7(d), the parties intend that the UK Buyer Transfer Regulations shall indemnify Cascade (UK) against all Losses relating 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 liabilities whatsoever arising under or former in relation to:
(i) any contract of employment (including, without prejudice to the generality of the foregoing, the termination thereof) with; or
(ii) any duty or liability of the UK Seller in relation to any matter whatsoever (whether arising before or after the Closing) in respect of, any former, existing or future employee of Cascade the UK Seller or any affiliate of DTI who is not a UK Employee and which contract, duty or liability is transferred to the UK Purchaser under the UK Transfer Regulations or is alleged by such employee to have been so transferred.
(UKd) arising solely from If the non-payment contract of salaries, wages, bonuses, overtime, holiday pay, PAYE and National Insurance contributions after the date of Closing and any Losses which arise in connection with the termination of the employment of any such employees former, existing or future employee of the UK Seller or any affiliate of DTI (not being an employee of the UK Seller who is intended by the parties at the Closing to be a UK Buyer Employee) is pursuant to the Transfer Regulations transferred to the UK Purchaser and the UK Purchaser shall not within one month of the Closing dismiss such employee then such employee shall be deemed for all purposes of this Agreement to be and at all relevant times to have been a UK Employee.
(e) The UK Purchaser shall indemnify the UK Seller and each other affiliate of DTI and keep the UK Seller and each other affiliate of DTI indemnified from and against all 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 any of the UK Employees against the UK Seller or any other affiliate of DTI which relates to any actual or alleged act or omission of the UK Purchaser (or any other event or occurrence) after the date of Closing.
(ivf) The Sellers UK Purchaser shall following the date of Closing at their own expense provide to fully indemnify the UK Buyer Seller and each other affiliate of DTI against all liabilities incurred by it in relation to any UK Employee such information which relate to or documents which are not delivered arise as a consequence of:
(i) the change in the identity of his employer as a consequence of this Agreement being a significant change and to his detriment; or
(ii) any proposed or actual substantial change to his working conditions being made to his detriment by the UK Purchaser after the Closing; or
(iii) any UK Employee informing the UK Seller or the UK Purchaser that he objects to being employed by the UK Purchaser.
(g) The UK Purchaser shall promptly provide to the UK Buyer at the date of Closing Seller in writing such information as the UK Buyer Seller shall expressly request in writing and as will enable the UK Seller to carry out its duties under Regulation 10 of the UK Transfer Regulations, and:
(i) the UK Purchaser shall indemnify the UK Seller and each other affiliate of DTI against any liabilities, claims, losses, costs and expenses they may reasonably require relating incur as a result of their failure to consult in accordance with Regulation 10 to the terms extent that any such liabilities, costs and conditions expenses are attributable to any failure or delay on the part of employment, pension and life assurance arrangements, health, welfare the UK Purchaser to provide the UK Seller with such information (whether before or any other matter concerning such employee or his employment with the Sellers prior to after the date hereof); and
(ii) without prejudice to subparagraph (i) above the UK Seller shall indemnify the UK Purchaser against any liabilities, claims, losses, costs and expenses the UK Purchaser may incur as a result of Closingthe UK Seller's failure to consult in accordance with Regulation 10.
(vh) Schedule 7.4 shall apply in respect of pensions matters relating to On such date as the UK Employees, Seller and the UK Buyer Purchaser may agree in writing, but in any event by not later than the Closing the UK Seller and Cascade (UK) will, promptly following the Closing, enter into UK Purchaser will join in delivering to each of the UK Employees a Deed of Participation to such effectjoint letter from the UK Seller and the UK Purchaser in the form agreed between the parties.
Appears in 1 contract
UK Employees. (i) Cascade (UK) 14.1.1 The Vendors and the UK Buyer Purchaser acknowledge that and agree that, pursuant to 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 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 each Vendor and the UK Employees (except save insofar as such contracts relate to retirement benefits made under any occupational pension scheme)) will have effect after the Effective Time as if originally made between the Purchaser and the respective UK Employee and that the purchase of the UK Business and the Assets in the United Kingdom is governed by the Regulations.
(ii) In addition to any indemnification obligation 14.1.2 The Vendors and the Purchaser acknowledge and agree that pursuant to Article Xthe Regulations, the Sellers Vendors shall indemnify the UK Buyer against all Losses arising out of or in connection with:
(A) any claim as may be required by any UK Employee or any former employee arising from his employment with any regulation 10 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 trade union and/or other elected representatives of the Public Xxxxxxxx Xxxxxxxxxx Xxx 0000 or arising UK Employees long enough before the Effective Time, in compliance with its obligations under the said regulation and the Purchaser -------------------------------------------------------------------------------- 102 shall promptly provide to the Vendors in writing and the Vendors shall promptly provide to the Purchaser in writing such information as shall enable the other to carry out of its duties under said regulation and each party shall enable the failure by any Seller other to carry out its duties under said regulation and each party undertakes to the other to comply with its obligations under section 193 the said regulation and the Vendors shall jointly and severally indemnify and keep indemnified the Purchaser Group on demand by the Purchaser Group against all costs, claims, protective awards (other than any protective award made against the Purchaser Group) made under regulation 11 of the Trade Union Regulations, damages, expenses, legal fees on a solicitor and Labour Relations own client basis or any liabilities whatsoever and howsoever arising incurred or suffered by the Purchaser Group by reason of any failure of the Vendors to comply with its obligations under said regulation 10 (Consolidation) Xxx 0000 in respect to otherwise than as a result of any act or omission on or prior to by the Closing Date;
(G) any claim by any UK Employee or former employee of Cascade (UK) against the UK Buyer made under Regulation 5(5) of the Transfer RegulationsPurchaser Group).
(iii) In addition to any indemnification obligation pursuant to Article X, 14.1.3 Upon or as soon as practicable after the UK Buyer Effective Time the Vendors and the Purchaser shall indemnify Cascade (UK) against all Losses relating jointly communicate to the UK Employees or former employee a notice (in a form approved by the Vendors' Representative and the Purchaser) to the effect that their contracts of Cascade (UK) arising solely from the non-payment of salaries, wages, bonuses, overtime, holiday pay, PAYE and National Insurance contributions employment will take effect after the date of Closing and any Losses which arise Effective Time as specified in connection with the termination of the employment of any such employees by the UK Buyer after the date of ClosingClause 14.1.1.
(iv) The Sellers shall following the date of Closing at their own expense provide to the UK Buyer in relation to any UK Employee such information or documents which are not delivered to the UK Buyer at the date of Closing as the UK Buyer may reasonably require relating to the terms and conditions of employment, pension and life assurance arrangements, health, welfare or any other matter concerning such employee or his employment with the Sellers prior to the date of Closing.
(v) Schedule 7.4 shall apply in respect of pensions matters relating to the UK Employees, and the UK Buyer and Cascade (UK) will, promptly following the Closing, enter into a Deed of Participation to such effect.
Appears in 1 contract
UK Employees. (i) Cascade (UKThe provisions of Sections 5.4(a) to 5.4(i), 5.4(k) and 5.4(l) shall not apply to any of the UK Employees. UK Seller and Buyer acknowledge that the sale and purchase of pursuant to 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 between UK Employees shall have effect from the date of Closing as if they had been originally been entered into between the UK Buyer Seller 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 scheme as defined in Regulation 10 of the UK Regulations) will have effect from the Effective Time as if originally made between Buyer against all Losses arising out of or and the UK Employees. Buyer will make such pension provisions in connection with:
(A) any claim by any UK Employee or any former employee arising from his employment with any respect of the Sellers or UK Employees as complies with its obligations under sections 257 and 258 Pensions Act 2004 and the termination regulations under those sections, namely the Transfer of that employment Employment (howsoever arisingPension Protection) on or prior to Regulations 2005. Buyer shall assume responsibility for all emoluments and outgoings in respect of the date of Closing;
UK Employees (B) the non-payment or underpayment of salaries, including all wages, bonuses, overtimecommissions, holiday payentitlements, PAYE and PAYE, 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 employeesand pensions contributions) in respect of the period prior to and from the date of Closing;Effective Time.
(Cii) Buyer shall indemnify and hold harmless UK Seller from any claim claims made by any current UK Employees arising out of or former employee of Cascade in connection with (UK1) the employment 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 after the Effective Time and which arise wholly or former employee mainly from any act, omission or default of Cascade Buyer after the Effective Time; (UK2) in respect Buyer’s failure to give UK Seller the information required from Buyer pursuant to regulation 13 of the failure UK Regulations 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 of the Public Xxxxxxxx Xxxxxxxxxx Xxx 0000 or arising out of the failure by any enable UK Seller to comply with its obligations under section 193 of the Trade Union UK Regulations; and Labour Relations (Consolidation) Xxx 0000 in respect to any act or omission on or prior to the Closing Date;
(G3) any claim actual, proposed or anticipated changes by any UK Employee or former employee of Cascade (UK) against the UK Buyer made under Regulation 5(5) of the Transfer Regulations.
(iii) In addition to any indemnification obligation pursuant to Article X, the UK Buyer shall indemnify Cascade (UK) against all Losses relating to the UK Employees or former employee of Cascade (UK) arising solely from the non-payment of salaries, wages, bonuses, overtime, holiday pay, PAYE and National Insurance contributions after the date of Closing and any Losses which arise in connection with the termination of the employment of any such employees by the UK Buyer after the date of Closing.
(iv) The Sellers shall following the date of Closing at their own expense provide to the UK Buyer in relation to any UK Employee such information or documents which are not delivered to the UK Buyer at the date of Closing as the UK Buyer may reasonably require relating to the terms and conditions of employment, employment of the UK Employees (except insofar as the changes relate to any occupational pension scheme as defined in Regulation 10 of the UK Regulations) which amounts to a repudiatory breach of contract as referred to in Regulation 4(11) of the UK Regulations and/or to make changes in working conditions of any UK Employee to the material detriment of such UK Employee. Seller shall indemnify Buyer against all Losses arising from any deliberate or negligent misrepresentation by Seller (other than in accordance with a request or instruction of Buyer) of the measures envisaged by the Buyer in respect of any of the UK Employees and life assurance arrangements, health, welfare or any other matter concerning such employee or his employment with the Sellers as notified and described by Buyer to Seller prior to the date of ClosingEffective Time.
(v) Schedule 7.4 shall apply in respect of pensions matters relating to the UK Employees, and the UK Buyer and Cascade (UK) will, promptly following the Closing, enter into a Deed of Participation to such effect.
Appears in 1 contract
Samples: Purchase Agreement (Teleflex Inc)
UK Employees. (i) Cascade Any claims, proceedings, demands, awards, losses, damages, costs, liabilities, interest or expenses (UK“Employment Liabilities”) and 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 acknowledge that the sale and purchase of the UK Assets constitutes a "relevant transfer" for the purposes of pursuant to the Transfer Regulations and that under the Transfer Regulations the contracts of employment (as defined in Section 1.13) or otherwise as a result of the Buyer UK Employees shall have effect from 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 date of Closing as if they had been originally been entered into between the Buyer UK Buyer and the UK Employees (except insofar as unlawfully discriminated against such contracts relate to retirement benefits made under any occupational pension scheme)person.
(ii) In addition Save in relation to any indemnification obligation pursuant “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 Article Xand including the Transfer Date and, save as aforesaid, the Sellers Selling Entities shall indemnify the UK Buyer Purchasing Entities against all Losses arising out of or in connection with:
(A) any claim by any UK Employee or any former employee Employment Liabilities arising from his employment with any act or omission of UNOVA UK or failure by UNOVA UK to discharge any obligation relating to any of the Sellers or the termination of that employment (howsoever arising) UK Employees on or prior to the date of Closing;Transfer Date.
(Biii) 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 Any Employment Liabilities Buyer 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 incurs if any UK Employee or former employee of Cascade (UK), trade union, elected his or her employee representative or staff association in respect of all or any of such employees brings a claim 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 UNOVA UK to comply with carry out its own obligations duty to inform and consult with the representative of such employees);
(F) any claim, liability or fine arising out under Regulation 10 of the Public Xxxxxxxx Xxxxxxxxxx Xxx 0000 or arising out of Transfer Regulations provided the failure by any Seller to comply Buyer UK complies with its obligations under section 193 of the Trade Union and Labour Relations (Consolidation) Xxx 0000 in respect to any act or omission on or prior to the Closing Date;
(G) any claim by any UK Employee or former employee of Cascade (UK) against the UK Buyer made arising under Regulation 5(510(3) of the Transfer Regulations.
(iii) In addition to any indemnification obligation pursuant to Article X, the UK Buyer shall indemnify Cascade (UK) against all Losses relating to the UK Employees or former employee of Cascade (UK) arising solely from the non-payment of salaries, wages, bonuses, overtime, holiday pay, PAYE and National Insurance contributions after the date of Closing and any Losses which arise in connection with the termination of the employment of any such employees by the UK Buyer after the date of Closing.
(iv) The Sellers shall following the date of Closing at their own expense provide to the UK Buyer in relation to any UK Employee such information or documents which are not delivered to the UK Buyer at the date of Closing as the UK Buyer may reasonably require relating to the terms and conditions of employment, pension and life assurance arrangements, health, welfare or any other matter concerning such employee or his employment with the Sellers prior to the date of Closing.
(v) Schedule 7.4 shall apply in respect of pensions matters relating to the UK Employees, and the UK Buyer and Cascade (UK) will, promptly following the Closing, enter into a Deed of Participation to such effect.
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UK Employees. (i) Cascade (UK) and 15.1 The Parties anticipate that the UK Buyer acknowledge that Regulations will apply to the sale and purchase of the UK Assets constitutes a "relevant transfer" for Business under this Agreement and ZDUK and VBPL shall comply with their obligations under the purposes of the Transfer Regulations and that under the Transfer Regulations the contracts of employment otherwise inform and consult with representatives of the UK Employees shall have effect from affected by the date sale and purchase of Closing as if they had been originally been entered into between the UK Buyer and Business.
15.2 On the Completion Date, the employment of all active UK Employees (except insofar shall transfer to VBPL under the Regulations, including, for the avoidance of doubt, UK Employees who are temporarily absent from work for short-term disability, military service, worker's compensation or maternity leave reasons, on terms and conditions which are the same as the terms and conditions under which 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 Employees are employed prior to the date Effective Date. During the period commencing on the Completion Date and ending on the first anniversary of Closing;
(B) the non-payment or underpayment closing of salariesthe Softbank Agreement, 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 VBPL shall continue to provide to the UK Employees employee benefit plans, programs, policies and arrangements (other than share option or other plans involving the potential issuance of securities) which in the aggregate are no less favourable than those provided under the employee benefit plans, programs, policies and arrangements of ZDUK in effect at the Effective Date PROVIDED THAT ZDUK shall use all reasonable endeavours to assist VBPL in the continued provision by VBPL of said benefits during the period including but not limited to assistance in assuming the obligations of ZDUK to any former employeesexisting policy for the same to VBPL. As part of fulfilling its obligations under Clause 15.2, VNU shall do the following:
a. the UK Employees shall be given credit under each employee benefit plan, program, policy or arrangement of VBPL in which the UK Employees are eligible to participate for all service with ZDUK and any predecessor employer (to the extent such credit was given by ZDUK) for purposes of eligibility, vesting, benefit accrual, severance and vacation entitlement;
b. VBPL shall take all such action as is necessary or appropriate in respect order to ensure that employees of ZDUK who accept employment with VBPL and their spouses and dependent children covered by the group health plans sponsored by ZDUK (the "Seller Health Plans") as of the period prior Effective Date become eligible for coverage under a substantially comparable group health plan maintained by VBPL effective immediately after Completion. VBPL shall cause the group health plan maintained by it to (i) waive any waiting periods, evidence of insurability requirements or pre-existing condition limitations and (ii) honour any deductible, co-payment and out-of-pocket expenses incurred by the date UK Employees and their beneficiaries under the Seller Health Plans during the portion of Closing2000 preceding Completion;
(C) any claim c. the Purchaser shall take all such action as is necessary or appropriate in order to ensure that UK Employees covered by any current or former employee of Cascade (UK) or any of the Sellers arising from his employment with Cascade (UK) or group term life insurance plan sponsored by the Sellers or members of the termination Sellers' Group (the "Seller Life Plan") as of that employment (howsoever arising);
(D) the Effective Date become eligible for substantially comparable coverage under a group term life insurance plan maintained by VBPL effective immediately after Completion. VBPL shall cause such plan to waive 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 medical certification for 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 of the Public Xxxxxxxx Xxxxxxxxxx Xxx 0000 or arising out of the failure by any Seller to comply with its obligations under section 193 of the Trade Union and Labour Relations (Consolidation) Xxx 0000 in respect to any act or omission on or prior up to the Closing Dateamount of coverage the employees had under the Seller Life Plan;
(G) any claim by any UK Employee or former employee of Cascade (UK) against the UK Buyer made under Regulation 5(5) of the Transfer Regulations.
(iii) In addition to any indemnification obligation pursuant to Article X, the UK Buyer shall indemnify Cascade (UK) against all Losses relating to the UK Employees or former employee of Cascade (UK) arising solely from the non-payment of salaries, wages, bonuses, overtime, holiday pay, PAYE and National Insurance contributions after the date of Closing and any Losses which arise in connection with the termination of the employment of any such employees by the UK Buyer after the date of Closing.
(iv) The Sellers shall following the date of Closing at their own expense provide to the UK Buyer in relation to any UK Employee such information or documents which are not delivered to the UK Buyer at the date of Closing as the UK Buyer may reasonably require relating to the terms and conditions of employment, pension and life assurance arrangements, health, welfare or any other matter concerning such employee or his employment with the Sellers prior to the date of Closing.
(v) Schedule 7.4 shall apply in respect of pensions matters relating to the UK Employees, and the UK Buyer and Cascade (UK) will, promptly following the Closing, enter into a Deed of Participation to such effect.
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