Common use of Employee Liability Information Clause in Contracts

Employee Liability Information. The parties confirm that it is their intention that the provision of Employee Liability Information is regulated by the parties themselves in accordance with the commercial arrangements set out in this Agreement. In particular, but without limitation: (i) the Purchaser specifically undertakes that it will not make any application pursuant to Regulation 12 of the TUPE Regulations in respect of any failure or alleged failure by the Sellers to provide Employee Liability Information to the Purchaser; (ii) the Purchaser confirms that it would not be just or equitable for any court or tribunal to make any award pursuant to Regulation 12(3) of the TUPE Regulations given the terms of this Agreement. If, contrary to the intentions of the parties, any award is made pursuant to Regulation 12(3) of the TUPE Regulations, the compensation paid will be offset against any other sums payable under this Agreement to the Purchaser to the extent those other sums arise out of the same act or omission by the Sellers and will only be payable by the Sellers to the Purchaser pursuant to this Agreement to the extent that the Purchaser has complied with any terms or conditions laid down in this Agreement for a claim against the Sellers for breach of the warranties in Section 4.15 as to the Transferred UK Employees; and (iii) the Purchaser will give full credit for any sums paid by the Sellers pursuant to any award under Regulation 12(3) of the TUPE Regulations in respect of any other claims (whether employment related or otherwise) which (after complying with any terms or conditions set forth in this Agreement) the Purchaser has against the Seller arising out of this Agreement.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Andrew Corp), Purchase and Sale Agreement (Commscope Inc)

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Employee Liability Information. The parties Seller and the Buyer confirm that it is their intention that the provision of Employee Liability Information is regulated by the parties Seller and the Buyer themselves in accordance with the commercial arrangements set out in this Agreement. In particular, particular but without limitation: (i) 8.11.1 the Purchaser Buyer specifically undertakes that it will not make any application pursuant to Regulation 12 of the TUPE Regulations in respect of any failure or alleged failure by the Sellers Seller to provide Employee Liability Information to the PurchaserBuyer; (ii) 8.11.2 the Purchaser Buyer confirms that it would not be just or equitable for any court or tribunal to make any award pursuant to Regulation 12(3) of the TUPE Regulations given the terms of this Agreement. If, contrary to the intentions of the partiesSeller and the Buyer, any award is made pursuant to Regulation 12(3) of the TUPE Regulations, the compensation paid will be offset against any other sums payable under this Agreement to the Purchaser Buyer to the extent those other sums arise out of the same act or omission by the Sellers Seller and will only be payable by the Sellers Seller to the Purchaser Buyer pursuant to this Agreement Agreement, to the extent that the Purchaser Buyer has complied with any terms or conditions laid down in this Agreement for a claim against the Sellers Seller for breach of the warranties in Section 4.15 as to the Transferred UK EmployeesWarranties; and (iii) 8.11.3 the Purchaser Buyer will give full credit for any sums paid by the Sellers Seller pursuant to any award under Regulation 12(3) of the TUPE Regulations in respect of any other claims (whether employment related or otherwise) which (after complying with any terms or conditions set forth laid down in this Agreement) the Purchaser Buyer has against the Seller arising out of this Agreement.

Appears in 2 contracts

Samples: Asset Sale and Purchase Agreement, Asset Sale and Purchase Agreement (Intercontinental Hotels Group PLC /New/)

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