No Transfer of Employees. 17.1 The parties do not consider that TUPE will apply upon commencement of the provision of any Product under the terms of this Agreement.
17.2 If any contract of employment or engagement or any liability regarding the employment or engagement of any person has transferred or is alleged to have transferred to us or any member within our group of companies in connection with the commencement of this Agreement or the provision of any Product (or any part of them) (Transferring Employee), you shall indemnify and hold harmless us and/or any member within our group of companies against all Liabilities incurred in connection with the employment or engagement of any and all Transferring Employees, the termination of such employment or engagement, and/or any alleged breach of TUPE.
No Transfer of Employees. No employee shall be transferred or assigned to a position outside the bargaining unit without his/her explicit consent. Employees assigned or transferred to a position outside the bargaining unit for more than sixty (60) working days within a calendar year shall be deemed to have lost all seniority.
No Transfer of Employees. No employee shall be transferred to a position outside the bargaining unit without his consent.
No Transfer of Employees. Unless Purchaser and Seller otherwise agree in writing, no employees of Seller will be transferred to Purchaser in connection with the Transactions.
No Transfer of Employees. Since December 25, 1999, no person who has been employed by Seller in the Business in the 12 months prior to the date of this Agreement has been transferred from the Business to another division of Seller or to any Affiliate of Seller.
No Transfer of Employees. Between the date of this Agreement and the earlier of the Closing Date or the termination of this Agreement, Seller will not transfer (a) any Business Employee to any other division or Affiliate of Seller, or (b) employees of any other division or Affiliate of Seller to the Access Network Electronics Division without the prior written consent of Purchaser.
No Transfer of Employees. 12.1 Purchaser does not have supervisory authority over Supplier’s employees. Supplier must ensure that no persons employed by it in the performance of the service are integrated into Purchaser’s operation. The above requirement applies in particular if persons employed by Supplier perform the services in Purchaser’s offices or on its property.
12.2 Supplier bears sole responsibility for the contractual, statutory, official and professional obligations toward the persons employed by it for the performance of the service. Supplier must hold Purchaser completely harmless from claims that may be brought against Purchaser resulting from infringement of the above obligations. This hold harmless obligation applies in particular to obligations for wage and/or salary payments and/or all other payment obligations that result from employment or service relationships (such as for Social Security contributions). It also applies for any and all claims arising from the hiring- out of employees.
No Transfer of Employees. It is the understanding of the parties that TUPE does not apply on the commencement of the provision of the Services by the Supplier under this Agreement. The Supplier agrees to arrange Supplier Personnel in relation to the provision of the Services in such a way that no individual at any time: forms part of an organised grouping of employees which has as its principal purpose the provision of all or part of the Services; or is wholly or mainly assigned to the provision of all or part of the Services. The Supplier and LSE agree that on termination of all or part of this Agreement, TUPE will not apply so as to transfer the employment of any Supplier Personnel to a New Supplier. If any Supplier Personnel argues that they should have transferred to a New Supplier under TUPE, the New Supplier will refuse to employ the Supplier Personnel. The Supplier will indemnify LSE and/or the New Supplier immediately on demand for any costs, losses, expenses (including the costs of LSE and/or the New Supplier's advisors including legal advisors), awards or orders made by a tribunal or court or otherwise paid which relate to: any claim arising from the employment or termination of employment of any Supplier Personnel at any time, including after termination of all or part of this Agreement; any claim brought by any Supplier Personnel (or on his or her behalf by a trade union or other representative) as a result of a New Supplier's actions under Clause 11.2 above;
No Transfer of Employees. Nothing herein shall be construed as transferring to Purchaser (i) any Contract with any Business Employee or for the employment of any Person or engagement of any independent contractor by any Motion Company, or (ii) any rights or obligations any Motion Company may owe to or be owed by any Business Employee or any current or former independent contractor of any Motion Company. Notwithstanding the foregoing, for any Current Business Employee who becomes an employee of Purchaser or its Affiliate in connection with the transactions contemplated by this Agreement under the applicable Laws of a country outside of the United States, Purchaser and the Motion Companies shall make commercially reasonable efforts to comply with the requirements of such Laws.
No Transfer of Employees. 2.9.1 Service Provider acts as an independent contractor, subject to any instructions given by Recipient in accordance with this Agreement.
2.9.2 Nothing in this Agreement, including termination, shall have the effect, nor is intended that any provision of law shall have the effect, of transferring to the respective other Party any employment relationships that a Party or any of its Affiliated Companies or Subcontractors has with any of their employees.
2.9.3 Notwithstanding the above, if any individual (a "Claiming Employee") claims or alleges that as a result of the commencement, continuation or termination of the TSA Services his or her employment, or any liability relating to his or her employment, has transferred from one Party or any of its Affiliated Companies (the "Alleged Transferor") to the other Party or any of its Affiliated Companies (the "Alleged Transferee"), then the Parties shall cooperate in good faith, or shall procure that the relevant Affiliate Company shall cooperate in good faith, to minimize any related costs, expenses, and liabilities, and shall in particular act as follows:
(a) each Party shall notify the other Party of such claim or allegation within ten (10) Business Days of becoming aware of such claim or allegation;
(b) the Alleged Transferor shall have the right to make an offer of employment to the Claiming Employee within ten (10) Business Days of receipt of such notification from the Alleged Transferee or of otherwise becoming aware of such claim or allegation;
(c) if such offer of employment has not been made within ten (10) Business Days pursuant to Section 2.9.3(b) or has not been accepted within ten (10) Business Days of such offer being made to the Claiming Employee, then the Alleged Transferee may employ the Claiming Employee or, otherwise, shall initiate the termination of the employment relationship with the Claiming Employee and the Alleged Transferor and the Alleged Transferee shall coordinate on further steps.
(d) During the respective periods of ten (10) Business Days set forth in Sections 2.9.3(a) through 2.9.3(c), the Alleged Transferee shall not actually employ and/or integrate the Claiming Employee into its own business organization.
(e) All reasonable costs, claims, expenses and liabilities arising for the Alleged Transferee from the employment, including the termination of employment, of the Claiming Employee including in relation to statutory, tortious or contractual claims, including any lawyer's and ot...
