No employee transfers. 3.13.1 the Service Provider acknowledges and agrees that it is intended that all employees of the Service Provider shall remain employees of the Service Provider and that termination of this Agreement (or any part of it) shall not operate to transfer the contracts of employment of any of the Service Provider's employees to Aspen or any third party, whether the Services subsequently cease to be provided, are provided by a third party, or by Aspen in-house;
3.13.2 the Service Provider shall use all reasonable endeavours to ensure that none of its employees are deployed in the delivery of the Services to the extent that the Transfer of Undertakings (Protection of Employment) Regulations 2006, as amended by the Collective Redundancies and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 2014 ("TUPE") or any equivalent legislation anywhere in the world, may operate to transfer the employment of such employee to Aspen or any successor service provider upon termination of this Agreement;
3.13.3 on termination of this Agreement the Service Provider will indemnify Aspen, any relevant Aspen Affiliate and any Successor Service Provider in respect of all liabilities, claims, damages, costs (including reasonable legal fees), Employment Costs, loss and expense arising from the operation of the TUPE and its application to any or all of the Service Provider's Team or any other Service Provider employees deployed in the delivery of the Services;
3.13.4 on entry into this Agreement the parties shall use their reasonable endeavours to ensure that no Customer Personnel, employees of Aspen Affiliates or any of Aspen’s pre-existing vendors (“Displaced Employees”) are subject to transfer pursuant to TUPE; and
3.13.5 on entry into this Agreement Aspen will indemnify the Service Provider in respect of all liabilities, claims, damages, costs (including reasonable legal fees), Employment Costs, loss and expense arising from the operation of the TUPE and its application to any or all of the Displaced Employees deployed in the delivery of services displaced by the entry into this Agreement and the performance of the Services.
No employee transfers. Seller acknowledges and agrees that no employees of Seller or any of its Affiliates are intended to become employees of Buyer or any of its Affiliates in connection with the consummation of the Contemplated Transactions and that such transactions are not intended to constitute a “relevant transfer” within the meaning of the European Council Directive of March 12, 2001 (2001/23/EC) (the “Directive”), relating to the safeguarding of employees’ rights in the event of transfers of undertakings, businesses or parts of businesses and any country legislation implementing the Directive. If, following the Closing, any contract of employment of an employee of Seller or any of its Affiliates is deemed or alleged to have transferred to Buyer or any of its Affiliates, Buyer or its Affiliates shall be entitled to terminate such Person’s contract of employment and Seller shall retain responsibility for, and shall indemnify Buyer and its Affiliates against, any and all Liabilities incurred or arising as a result of such termination and the employment of such employee up to the date of such termination.
