TO TAXATION, ACCRUED HOLIDAY PAY, EXPENSES, ACCRUED
BONUS, COMMISSION AND OTHER SUMS PAYABLE IN RESPECT OF ANY PERIOD UP TO THE
COMPLETION DATE, TO INCLUDE, FOR THE AVOIDANCE OF DOUBT, ALL RETROSPECTIVE
REMUNERATION INCREASES PAID ON THE RECOMMENDATION OF THE LABOUR COURT, THE
LABOUR CONCILIATION COMMISSION OR SIMILAR AUTHORITY IN SO FAR AS SUCH
RETROSPECTIVE INCREASES RELATE TO PERIODS PRIOR TO THE COMPLETION DATE,
IRRESPECTIVE OF WHETHER SUCH RECOMMENDATION WAS MADE PRIOR TO OR AFTER THE
COMPLETION DATE, ONCE IT RELATES TO A PERIOD OR PERIODS PRIOR TO THE COMPLETION
DATE. FOR THE AVOIDANCE OF DOUBT, IF SUCH A RECOMMENDATION REFERS TO A PERIOD
BOTH PRIOR TO AND AFTER THE COMPLETION DATE, THE SELLER WILL BE RESPONSIBLE TO
PAY ALL SUMS IN RESPECT OF THE PERIOD PRIOR TO COMPLETION AND THE PURCHASER
SHALL BE RESPONSIBLE FOR THE PERIOD POST THE COMPLETION DATE;
(III)
THAT IT HAS COMPLIED UP TO AND INCLUDING THE COMPLETION DATE IN ALL RESPECTS
WITH THE TRANSFER REGULATIONS AND IN PARTICULAR THE OBLIGATIONS TO NOTIFY AND
CONSULT WITH EMPLOYEES AND/OR THEIR REPRESENTATIVES;
(IV)
SUBJECT TO CLAUSE 9.2, FULLY TO INDEMNIFY AND KEEP INDEMNIFIED THE
PURCHASER
AGAINST ALL LOSSES, DAMAGES, COSTS, ACTIONS, AWARDS, PENALTIES,
FINES, PROCEEDINGS, CLAIMS, DEMANDS, LIABILITIES (INCLUDING WITHOUT LIMITATION
ANY LIABILITY TO TAX), AND EXPENSES (INCLUDING, WITHOUT LIMITATION, LEGAL AND
OTHER PROFESSIONAL FEES AND EXPENSES TO THE EXTENT REASONABLY INCURRED) WHICH
THE PURCHASER MAY SUFFER, SUSTAIN, INCUR, PAY OR BE PUT TO BY REASON OR ON
ACCOUNT OF OR ARISING FROM:
(a)
any failure by the Seller to comply with its obligations under clauses 8.2.(i)
to 8.2.(iii) (inclusive);
(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 Seller prior
to the Completion Date;
(c)
any claim or other recourse by any trade union or staff association recognised
by the Seller or employee representatives in respect of all or any of the
Employees arising from or connected with the failure by the Seller at any time
prior to Completion to comply with its legal obligations to such trade union or
staff association or employee representatives;
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(d)
the employment or termination of employment of any agent or contractor or
employee of the Seller (other than the Employees) whose employment is
transferred to the Purchaser by the Transfer Regulations;
(e)
the interests of Employees and of persons no longer employed in the Business and
their respective dependants at the Completion Date in respect of:
(i)
rights accrued to the Completion Date conferring on those persons immediate or
prospective entitlement to old age benefits, including survivors' benefits,
under a supplementary company pension scheme that is an occupational pension
scheme within the meaning of the Pensions Acts 1990 to 2004 not being protected
as required under those Acts; and
(ii)
rights accrued to the Completion Date conferring on those persons immediate or
prospective entitlement to old age benefits, including survivors' benefits under
a supplementary company pension scheme other than