THE TRANSFERRED U.K. EMPLOYEES ARE EMPLOYED BY PARTHENON LTD.
OR ARE EMPLOYEES OF THE U.K. BUSINESS.
(II) THE DISCLOSURE SCHEDULE CONTAINS
COPIES OF ALL THE:
(X) STANDARD TERMS AND CONDITIONS, STAFF HANDBOOKS AND
POLICIES WHICH APPLY TO THE TRANSFERRED U.K. EMPLOYEES; AND (Y) TERMS OF
EMPLOYMENT WHICH APPLY TO THE TRANSFERRED U.K. EMPLOYEES AND WHICH ARE
VARIATIONS FROM THE STANDARD TERMS AND CONDITIONS.
(III) SAVE AS SPECIFIED IN
THE DISCLOSURE SCHEDULE THE SELLERS HAVE NOT ENTERED INTO ANY AGREEMENT OR
ARRANGEMENT FOR THE MANAGEMENT OR OPERATION OF ITS BUSINESS OR ANY PART THEREOF
OTHER THAN WITH THOSE OF THE TRANSFERRED U.K. EMPLOYEES.
(IV) IHI AND THE
SELLERS HAVE NOT ENTERED INTO ANY AGREEMENT AND NO EVENT HAS OCCURRED WHICH MAY
INVOLVE IHI AND THE SELLERS IN THE FUTURE ACQUIRING ANY UNDERTAKING OR PART OF
ONE SUCH THAT THE TRANSFER OF UNDERTAKINGS (PROTECTION OF EMPLOYMENT)
REGULATIONS 1981 (AS AMENDED) (THE "U.K. EMPLOYMENT LEGISLATION") MAY APPLY
THERETO.
(V) WITHIN THE ONE (1) YEAR PRECEDING THE DATE HEREOF, IHI AND THE
SELLERS HAVE NOT BEEN ENGAGED OR INVOLVED IN ANY TRADE DISPUTE (AS DEFINED IN
SECTION 218 OF THE TRADE UNION AND LABOUR RELATIONS (CONSOLIDATION) ACT 1992)
("TULR (C)A") WITH ANY TRANSFERRED U.K. EMPLOYEE, TRADE UNION, STAFF ASSOCIATION
OR ANY OTHER BODY REPRESENTING ANY TRANSFERRED U.K. EMPLOYEE.
(VI) SAVE AS SET
OUT IN THE DISCLOSURE SCHEDULE, IN RELATION TO THE TUPE EMPLOYEES,
22
IHI AND THE SELLERS HAVE COMPLIED WITH ITS OR THEIR OBLIGATIONS TO INFORM AND
CONSULT WITH TRADE UNIONS AND OTHER REPRESENTATIVES OF WORKERS UNDER THE U.K.
EMPLOYMENT LEGISLATION.
(VII) SAVE AS SET FORTH IN THE DISCLOSURE SCHEDULE,
NO
TRANSFERRED U.K. EMPLOYEE:
(X) HAS GIVEN OR RECEIVED NOTICE TO TERMINATE HIS
EMPLOYMENT; AND (Y) IS ON SECONDMENT, MATERNITY LEAVE OR ABSENT ON LONG TERM
SICKNESS OR OTHER LEAVE OF ABSENCE; AND THERE ARE NO OUTSTANDING OFFERS OF
EMPLOYMENT OR ENGAGEMENT TO WORK IN THE U.K. BUSINESS AND NO PERSON HAS ACCEPTED
SUCH AN OFFER BUT NOT YET TAKEN UP THE POSITION ACCEPTED.
(VIII) SAVE AS SET
OUT IN THE DISCLOSURE SCHEDULE, NO TUPE EMPLOYEE HAS INDICATED ANY OBJECTION TO
THE TRANSFER OF THE BUSINESS TO THE BUYER UNDER THE U.K. EMPLOYMENT LEGISLATION,
AND AS FAR AS IHI AND THE SELLERS ARE AWARE NO SUCH OBJECTION IS PENDING OR
THREATENED.
(G)
U.K. PENSIONS.
THE SELLERS: (I) HAVE NO
OBLIGATIONS (WHETHER LEGALLY BINDING OR NOT) TO: (A) PAY ANY PENSION; OR
(B) MAKE ANY OTHER PAYMENT ON OR AFTER RETIREMENT OR DEATH OR DURING PERIODS OF
SICKNESS OR DISABILITY (WHETHER OF A TEMPORARY OR PERMANENT NATURE); OR
(C) OTHERWISE TO PROVIDE "RELEVANT BENEFITS" (WITHIN THE MEANING OF SECTION 612
TAXES ACT 1988) TO, OR IN RESPECT, OF ANY OF THE TRANSFERRED U.K. EMPLOYEES (OR
THEIR SPOUSES OR DEPENDANTS); AND (II) ARE NOT A PARTY TO OR OBLIGED TO
CONTRIBUTE TO ANY SCHEME OR ARRANGEMENT (INCLUDING A PERSONAL PENSION SCHEME AS
DEFINED IN SECTION 630 TAXES ACT 1988) HAVING AS ITS PURPOSE OR ONE OF ITS
PURPOSES THE MAKING OF ANY SUCH PAYMENTS,