Staff Transfer on Expiry or Termination Sample Clauses

Staff Transfer on Expiry or Termination. 24.1. The Parties agree that the ceasing of the provision of the Services by the Contractor may constitute a Relevant Transfer in respect of the Outgoing Employees. 24.2. The Contractor indemnifies the Authority and any replacement Contractor against all actions, suits, claims, demands, losses, charges, damages, costs and expenses and other liabilities which the Authority or any replacement Contractor may suffer as a result of or in connection with: 24.2.1. the provision of information pursuant to clause 23; 24.2.2. any claim or demand by any Outgoing Employee (whether in contract, delict, under statute or otherwise) arising directly or indirectly from any act, fault or omission of the Contractor in respect of any Outgoing Employee on or before the date of the Relevant Transfer; 24.2.3. any failure by the Contractor to comply with its obligations under regulations 13 or 14 of TUPE or any award of compensation under regulation 15 of TUPE save where such failure arises from the failure of the Authority or any replacement Contractor to comply with its obligations under regulation 13 of TUPE; and 24.2.4. any claim (including any individual employee entitlement under or consequent on such a claim) by any trade union or other body or person representing any Outgoing Employees arising from or connected with any failure by the Authority to comply with any legal obligation to such trade union, body or person. 24.3. The Contractor is responsible for all emoluments and outgoings in respect of the Outgoing Employees (including, without limitation, all wages, bonuses, commission, premiums, subscriptions, pay as you earn and national insurance contributions and pension contributions) which are attributable in whole or in part to the period up to and including the date of the Relevant Transfer (including bonuses or commission which are payable after the date of the Relevant Transfer but attributable in whole or in part to the period on or before the date of the Relevant Transfer). 24.4. The Contractor indemnifies the Authority and any replacement Contractor against all actions, suits, claims, demands, losses, charges, damages, costs and expenses and any other liabilities which the Authority or replacement Contractor may incur in respect of the emoluments and outgoings referred to in clause 24.3.
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Staff Transfer on Expiry or Termination. 24.1 The Contractor and the Purchaser agree that the ceasing of the provision of the Services by the Contractor may constitute a Relevant Transfer in respect of the Outgoing Employees. 24.2 The Contractor shall comply and shall procure that each Affiliate of the Contractor and each Sub-Contractor shall comply with all of its obligations under TUPE and shall perform and discharge and procure that each Affiliate of the Contractor and each Sub-Contractor shall perform and discharge all its obligations in respect of all the Outgoing Employees arising in respect of the period up to (and including) the date of the Outgoing Relevant Transfer. 24.3 The Contractor is responsible for all emoluments and outgoings in respect of the Outgoing Employees (including, without limitation, all wages, bonuses, commission, premiums, subscriptions, pay as you earn and national insurance contributions, accrued but untaken holiday pay and pension contributions) which are attributable in whole or in part to the period up to and including the date of the Outgoing Relevant Transfer (including bonuses or commission which are payable after the date of the Outgoing Relevant Transfer but attributable in whole or in part to the period on or before the date of the Relevant Transfer). 24.4 The Contractor shall and shall procure that each Affiliate of the Contractor and each Sub-Contractor shall promptly provide to the Purchaser and any Replacement Contractor in writing such information (including, but not limited to, Staffing Information and Employee Liability Information) as is necessary to enable the Purchaser and/or the Replacement Contractor as the case may be to carry out their respective duties under regulation 13 of TUPE. 24.5 The Contractor shall provide and shall procure that each Affiliate of the Contractor and each Sub-Contractor shall provide all reasonable co-operation and assistance to the Purchaser and any Replacement Contractor to ensure the smooth transfer of the Outgoing Employees including without prejudice to the foregoing generality providing sufficient information in advance of the date of the Outgoing Relevant Transfer to ensure that all necessary payroll arrangements can be made to enable the Outgoing Employees to be paid as appropriate. 24.6 The Contractor warrants to the Purchaser that during the period of 6 months immediately prior to the expiry of the Period it will not (and will ensure that any Affiliate of the Contractor and any Sub-Contractor will not) without...
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Staff Transfer on Expiry or Termination. ‌ 32.1 The Parties agree that the ceasing of the provision of the Services (whether in whole or in part) by the Service Provider will not constitute a Relevant Transfer. However in the event that a Relevant Transfer takes place the following provisions of this clause 32 apply. OR (I.E. DELETE THE FOREGOING OR THE FOLLOWING DEPENDING ON WHAT IS APPLICABLE) The Parties agree that the ceasing of the provision of the Services by the Service Provider may constitute a Relevant Transfer in respect of the Outgoing Employees. 32.2 The Service Provider agrees that within twenty (20) Working Days of the earliest of: 32.2.1 receipt of a notification from the Purchaser of a Service Transfer or intended Service Transfer; 32.2.2 receipt of the giving of notice of early termination or any partial termination of this Contract; 32.2.3 the date which is twenty four (24) months before the end of the Initial Term; [Note: this period may require to be amended depending on the length of the Contract.] and 32.2.4 receipt of a written request of the Purchaser at any time (provided that the Purchaser shall only be entitled to make one such request in any six (6) month period), it shall provide to the Purchaser in a suitably anonymised format so as to comply with the Data Protection Laws, the Service Provider’s Provisional Personnel List, together with the Staffing Information in relation to the Service Provider’s Provisional Personnel List and it shall provide an updated Service Provider’s Provisional Personnel List at such intervals as are reasonably requested by the Purchaser. 32.3 At least twenty eight (28) Working Days prior to the Relevant Transfer, the Service Provider shall provide to the Purchaser or at the direction of the Purchaser to any Replacement Service Provider and/or any Replacement Sub-contractor: 32.3.1 the Service Provider’s Final Personnel List (which shall be complete and accurate in all material respects); and 32.3.2 the Staffing Information in relation to the Service Provider’s Final Personnel List (insofar as such information has not previously been provided). 32.4 The Purchaser shall be permitted to use and disclose information provided by the Service Provider under this clause 32 for the purpose of informing any prospective Replacement Service Provider and/or Replacement Sub-contractor. 32.5 From the date of the earliest event referred to in clause 32.2, the Service Provider agrees that it shall not, and agrees to procure that any Sub-contractor shall not...
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Staff Transfer on Expiry or Termination. (Clause 26 of the Standard Terms of Supply)
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Related to Staff Transfer on Expiry or Termination

  • Transfer of Responsibility on Expiry or Termination 15.1 The Contractor shall, at no cost to the Department, promptly provide such assistance and comply with such timetable as the Department may reasonably require for the purpose of ensuring an orderly transfer of responsibility upon the expiry or other termination of this Contract. The Department shall be entitled to require the provision of such assistance both prior to and, for a reasonable period of time after the expiry or other termination of this Contract. 15.2 Such assistance may include (without limitation) the delivery of documents and data in the possession or control of the Contractor which relate to this Contract, including the documents and data, if any, referred to in the Schedule. 15.3 The Contractor undertakes that it shall not knowingly do or omit to do anything that may adversely affect the ability of the Department to ensure an orderly transfer of responsibility.

  • H4 Consequences of Expiry or Termination Where the Authority terminates the Contract under clause F5.5 (Remedies in the Event of Inadequate Performance) or clause H2 (Termination on Default) and then makes other arrangements for the supply of Services, the Authority may recover from the Contractor the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by the Authority throughout the remainder of the Contract Period. The Authority shall take all reasonable steps to mitigate such additional expenditure. Where the Contract is terminated under clause F5.5 or clause H2 (Termination on Default), no further payments shall be payable by the Authority to the Contractor until the Authority has established the final cost of making those other arrangements.

  • Consequences of Expiry or Termination 10.4.1 Where the Authority terminates the Contract under Clause 10.2 (Termination on Default) and then makes other arrangements for the supply of Services, the Authority may recover from the Supplier the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by the Authority throughout the remainder of the Contract Period. The Authority shall take all reasonable steps to mitigate such additional expenditure. Where the Contract is terminated under Clause 10.2 (Termination on Default), no further payments shall be payable by the Authority to the Supplier until the Authority has established the final cost of making those other arrangements. 10.4.2 Where the Authority terminates the Contract under Clause 10.3 (Break), (subject to Clause 9), the Authority shall indemnify the Supplier against any commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of the Contract, provided that the Supplier takes all reasonable steps to mitigate such loss. Where the Supplier holds insurance, the Supplier shall reduce its unavoidable costs by any insurance sums available. The Supplier shall submit a fully itemised and costed list of such loss, with supporting evidence, of losses reasonably and actually incurred by the Supplier as a result of termination under Clause 10.3 (Break). 10.4.3 The Authority shall not be liable under Clause 10.4.2 to pay any sum which:- (a) was claimable under insurance held by the Supplier, and the Supplier has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or (b) when added to any sums paid or due to the Supplier under the Contract, exceeds the total sum that would have been payable to the Supplier if the Contract had not been terminated prior to the expiry of the Contract Period. 10.4.4 Save as otherwise expressly provided in the Contract:- (a) termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at such termination or expiry; and (b) termination of the Contract shall not affect the continuing rights, remedies or obligations of the Authority or the Supplier under Clauses 5.2 (Payment and VAT),

  • Termination of Agreement for Cause 5.1.1. If A/E breaches any of the covenants or conditions of this AGREEMENT, COUNTY shall have the right to terminate this AGREEMENT upon ten (10) days written notice prior to the effective day of termination. 5.1.2. A/E shall have the opportunity to cure the alleged breach prior to termination. 5.1.3. In the event the alleged breach is not cured by A/E prior to termination, all work performed by A/E pursuant to this AGREEMENT, which work has been reduced to plans or other documents, shall be made available to COUNTY.

  • Termination of Contract for Cause 5.1.1 If A-E breaches any of the covenants or conditions of this CONTRACT, COUNTY shall have the right to terminate this CONTRACT upon ten (10) days written notice prior to the effective day of termination. 5.1.2 A-E shall have the opportunity to cure the alleged breach prior to termination. 5.1.3 In the event the alleged breach is not cured by A-E prior to termination, all work performed by A-E pursuant to this CONTRACT, which work has been reduced to plans or other documents, shall be made available to COUNTY.

  • PROVISIONS SURVIVING EXPIRATION OR TERMINATION Notwithstanding the expiration or termination (by agreement, breach, or operation of time) of this Agreement, the provisions of this Agreement regarding payments (including liquidated damages and tax payments), reports, records, and dispute resolution of the Agreement shall survive the termination or expiration dates of this Agreement until the following occurs: A. all payments, including liquidated damage and tax payments, have been made; B. all reports have been submitted; C. all records have been maintained in accordance with Section 8.6.A; and D. all disputes in controversy have been resolved.

  • Complete Disposal Upon Termination of Service Agreement Upon Termination of the Service Agreement Provider shall dispose or delete all Student Data obtained under the Service Agreement. Prior to disposition of the data, Provider shall notify LEA in writing of its option to transfer data to a separate account, pursuant to Article II, section 3, above. In no event shall Provider dispose of data pursuant to this provision unless and until Provider has received affirmative written confirmation from LEA that data will not be transferred to a separate account.

  • Transfer to Avoid Termination Event If either an Illegality under Section 5(b)(i)(1) or a Tax Event occurs and there is only one Affected Party, or if a Tax Event Upon Merger occurs and the Burdened Party is the Affected Party, the Affected Party will, as a condition to its right to designate an Early Termination Date under Section 6(b)(iv), use all reasonable efforts (which will not require such party to incur a loss, excluding immaterial, incidental expenses) to transfer within 20 days after it gives notice under Section 6(b)(i) all its rights and obligations under this Agreement in respect of the Affected Transactions to another of its Offices or Affiliates so that such Termination Event ceases to exist. If the Affected Party is not able to make such a transfer it will give notice to the other party to that effect within such 20 day period, whereupon the other party may effect such a transfer within 30 days after the notice is given under Section 6(b)(i). Any such transfer by a party under this Section 6(b)(ii) will be subject to and conditional upon the prior written consent of the other party, which consent will not be withheld if such other party's policies in effect at such time would permit it to enter into transactions with the transferee on the terms proposed.

  • Transition of Registry upon Termination of Agreement Upon expiration of the Term pursuant to Section 4.1 or Section 4.2 or any termination of this Agreement pursuant to Section 4.3 or Section 4.4, Registry Operator shall provide ICANN or any successor registry operator that may be designated by ICANN for the TLD in accordance with this Section 4.5 with all data (including the data escrowed in accordance with Section 2.3) regarding operations of the registry for the TLD necessary to maintain operations and registry functions that may be reasonably requested by ICANN or such successor registry operator. After consultation with Registry Operator, ICANN shall determine whether or not to transition operation of the TLD to a successor registry operator in its sole discretion and in conformance with the Registry Transition Process; provided, however, that (i) ICANN will take into consideration any intellectual property rights of Registry Operator (as communicated to ICANN by Registry Operator) in determining whether to transition operation of the TLD to a successor registry operator and (ii) if Registry Operator demonstrates to ICANN’s reasonable satisfaction that (A) all domain name registrations in the TLD are registered to, and maintained by, Registry Operator or its Affiliates for their exclusive use, (B) Registry Operator does not sell, distribute or transfer control or use of any registrations in the TLD to any third party that is not an Affiliate of Registry Operator, and (C) transitioning operation of the TLD is not necessary to protect the public interest, then ICANN may not transition operation of the TLD to a successor registry operator upon the expiration or termination of this Agreement without the consent of Registry Operator (which shall not be unreasonably withheld, conditioned or delayed). For the avoidance of doubt, the foregoing sentence shall not prohibit ICANN from delegating the TLD pursuant to a future application process for the delegation of top-­‐level domains, subject to any processes and objection procedures instituted by ICANN in connection with such application process intended to protect the rights of third parties. Registry Operator agrees that ICANN may make any changes it deems necessary to the IANA database for DNS and WHOIS records with respect to the TLD in the event of a transition of the TLD pursuant to this Section 4.5. In addition, ICANN or its designee shall retain and may enforce its rights under the Continued Operations Instrument for the maintenance and operation of the TLD, regardless of the reason for termination or expiration of this Agreement.

  • Amendments; Termination Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or in the case of a waiver, by the party against whom the waiver is to be effective. This Agreement shall terminate on the earlier to occur of the consummation of the Merger and the date which is 18 months after the date hereof.

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