By Virtue of Law Sample Clauses

By Virtue of Law. Purchaser or a Purchaser Designee acquires assets pertaining to the Business and, subject to the legal requirements in the respective jurisdiction, such acquisition constitutes a transfer of undertaking (Betriebsübergang) pursuant to Section 613a German Civil Code (Bürgerliches Gesetzbuch) or similar or comparable Laws in other jurisdictions, including but not limited to any legislation implementing the European Acquired Rights Directive. The Parties agree and acknowledge that, in this event, the employment relationships of the respective Business Employees will, subject to the non-objection by the individual Business Employee, to the extent such objection is permitted by the legal requirements of the respective jurisdiction, transfer to Purchaser or the Purchaser Designee automatically. Insofar as required by the legal requirements of the respective jurisdiction, Seller or the respective Selling Affiliate shall notify the respective Business Employees in accordance with the applicable legal requirements. This shall include making Business Employees aware of the possibility that in the case of objections to the transfer of employment relationships Seller might not be in a position to continue to employ the Business Employees. Seller shall consult with Purchaser about the wording of the information. The Parties undertake to disclose the information necessary for such notification and make it accessible to one another. Purchaser shall furnish Seller and the respective Asset Selling Affiliate with sufficient and correct information within its sphere which is required by Seller or the respective Asset Selling Affiliate to fulfil all information obligations towards the respective Business Employees pursuant to the applicable legal requirements. Purchaser shall indemnify Seller and the respective Asset Selling Affiliate from any and all losses incurred or suffered by Seller and the respective Asset Selling Affiliate as a result of any failure by Purchaser to provide sufficient and correct information. Seller shall indemnify Purchaser from any and all losses incurred or suffered by it as a result of any failure by Seller or the respective Asset Selling Affiliate to provide sufficient and correct information. The Parties shall comprehensively inform one another without undue delay about objections of Business Employees to the transfer of their employment relationship and shall, without undue delay, make any correspondence in this context available to the other Par...
Sample 1Sample 2
AutoNDA by SimpleDocs

Related to By Virtue of Law

  • Application of Law The Lessee shall comply with all laws, ordinances, regulations, and other legal requirements affecting the Premises and the use thereof, and the Lessee shall indemnify, defend, and hold the Lessor harmless from expense or damage resulting from failure to do so.

  • Violation of Law No change shall have occurred after the date of this Agreement in any applicable Law that makes it a violation of Law for (a) Owner, any Applicable Pass Through Trustee, Subordination Agent or Mortgagee to execute, deliver and perform the Operative Agreements to which any of them is a party or (b) any Applicable Pass Through Trustee to make the loan contemplated by Section 2.1, to acquire an Equipment Note or to realize the benefits of the security afforded by the Trust Indenture.

  • Valid Choice of Law The choice of laws of the State of New York as the governing law of this Agreement is a valid choice of law under the laws of such Selling Stockholder’s jurisdiction of organization (if other than the United States) and will be honored by the courts of such Selling Stockholder’s jurisdiction of organization (if other than the United States). The Selling Stockholder has the power to submit, and pursuant to Section 18(c) of this Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States federal court sitting in the City of New York and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in such court.

  • Breach of Law Notwithstanding anything to the contrary in the Agreement or the Program, the Employee will not be entitled to, and shall not claim any benefit (including without limitation a legal right) under the Program if the provision of such benefit would give rise to a breach of Part 2D.2 of the Corporations Xxx 0000 (Cth), any other provision of that Act, or any other applicable statute, rule or regulation which limits or restricts the giving of such benefits.

  • Change of Law In this Agreement, unless the context otherwise requires, references to a statutory provision include references to that statutory provision as from time to time amended, extended or re- enacted and any regulations made under it, provided that in the event that the amendment, extension or re-enactment of any statutory provision or introduction of any new statutory provision has a material impact on the obligations of either Party, the Parties will negotiate in good faith to agree such amendments to this Agreement as may be appropriate in the circumstances. If, within a reasonable period of time, the Supplier/Service Provider and Transnet cannot reach agreement on the nature of the changes required or on modification of Prices, delivery schedules, warranties, or other terms and conditions, either Party may seek to have the matter determined in accordance with clause 32 [Dispute Resolution] above.

  • Choice of Law The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of California.

  • No Violation of Law Neither the Borrower nor any of its Subsidiaries is in violation of any law, statute, regulation, ordinance, judgment, order, or decree applicable to it which violation could reasonably be expected to have a Material Adverse Effect.

  • Violations of Law (1) The Board shall immediately take all necessary steps to ensure that Bank management corrects each violation of law, rule or regulation cited in the XXX and in any subsequent Report of Examination. The quarterly progress reports required by Article II of this Agreement shall include the date and manner in which each correction has been effected during that reporting period.

  • Requirement of Law As to any Person, the certificate of incorporation and by-laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

  • Conflict of Laws The provisions of this Agreement shall be subject to all applicable statutes, laws, rules and regulations, including, without limitation, the applicable provisions of the ICA and rules and regulations promulgated thereunder. To the extent that any provision contained herein conflicts with any such applicable provision of law or regulation, the latter shall control. The terms and provisions of this Agreement shall be interpreted and defined in a manner consistent with the provisions and definitions of the ICA. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall continue in full force and effect and shall not be affected by such invalidity.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!