Common use of Terms of Transfer Clause in Contracts

Terms of Transfer. 2.1 The Outgoing Host and the Host shall comply with their respective obligations under TUPE and COSOP in relation to any of person who transfers to the employment of the Host. 2.2 The Outgoing Host and the Host agree that all liabilities in relation to salaries, wages, entitlement to paid holiday, employee bonus or commission, expenses, National Insurance and pension contributions and liability to Taxation for the Transferring Employees shall be apportioned on a time basis so that such part of the relevant charges attributable to the period ending the day before the Commencement Date shall be borne by the Outgoing Host and such part of the relevant charges attributable to the period commencing on the Commencement Date shall be borne by the Host. 2.3 The Parties agree that the arrangements set out in this Agreement will constitute a relevant transfer for the purposes of TUPE and, accordingly, that it will not operate so as to terminate the contracts of employment of any of the Transferring Employees. Such contracts shall be transferred from the Outgoing Host to the Host pursuant to TUPE with effect from the Commencement Date. 2.4 The Outgoing Host undertakes to the Host: 2.4.1 that it has complied with, and shall up to and including the Commencement Date, comply with all of its obligations and those of any of its predecessors (whether or not legally binding or in respect of which it would be expected to comply by any Regulatory or Supervisory Body to which it is subject) due to or in connection with the Host Employees or any body representing them (or any of the said obligations the Outgoing Host would have had under or in connection with such contracts but for TUPE); 2.4.2 that it has paid and shall pay all sums due to or in relation to the Host Employees up to and including the day before the Commencement Date (whether arising under common law, statute, equity or otherwise) including all salaries, wages, bonus or commission, expenses, National Insurance and pension contributions, liability to Taxation and other sums payable in respect of any period up to the day before the Commencement Date; 2.4.3 that it has complied and shall comply in all respects with its obligations under TUPE (including but not limited to regulation 11) and COSOP; 2.4.4 that there are no sums owing to or from any Host Employee; 2.4.5 it has not: (a) terminated or given notice to terminate the employment of any of the Transferring Employees (other than for gross misconduct); (b) increased or reduced the total number of Transferring Employees by more than 5% (except in the ordinary course of business); (c) proposed, made or promised to make any material change to the remuneration or other terms and conditions of employment of the Transferring Employees; (d) replaced or relocated any of the Transferring Employees or reassign any of them to duties unconnected with the Better Care Together Programme; (e) assigned or redeployed to the Better Care Programme any person who is not a Transferring Employee; 2.4.6 to fully indemnify and hold the Host harmless against all Demands (including legal and other professional fees and expenses) which the Host may suffer, sustain, incur, pay or be put to arising from or in connection with:

Terms of Transfer. 2.1 The Outgoing Host Each holder of Investor Securities transferring Investor Securities pursuant to this Section 6 shall be obligated to: (i) provide reasonable warranties, customary for Transfers of this kind, if any, so long as such warranties shall also be provided by the Transferring Securityholder, with respect to title to and ownership of such Investor’s Securities and such Investor’s capacity to enter into and be bound by the Host shall comply Transfer agreement; (ii) to provide the representations and warranties, if any, to be provided by the Transferring Securityholder with their respective obligations under TUPE and COSOP in relation to any of person who transfers respect to the employment Company and its Subsidiaries and their business; and (iii) pay its pro rata share (based on the proceeds to be received) of the Host. 2.2 The Outgoing Host reasonable and the Host agree that all liabilities in relation to salaries, wages, entitlement to paid holiday, employee bonus or commission, expenses, National Insurance and pension contributions and liability to Taxation for the Transferring Employees shall be apportioned on a time basis so that such part of the relevant charges attributable to the period ending the day before the Commencement Date shall be borne customary expenses incurred by the Outgoing Host and such part of the relevant charges attributable to the period commencing on the Commencement Date shall be borne by the Host. 2.3 The Parties agree that the arrangements set out in this Agreement will constitute a relevant transfer for the purposes of TUPE and, accordingly, that it will not operate so as to terminate the contracts of employment of any of the Transferring Employees. Such contracts shall be transferred from the Outgoing Host to the Host pursuant to TUPE with effect from the Commencement Date. 2.4 The Outgoing Host undertakes to the Host: 2.4.1 that it has complied with, and shall up to and including the Commencement Date, comply with all of its obligations and those of any of its predecessors (whether or not legally binding or in respect of which it would be expected to comply by any Regulatory or Supervisory Body to which it is subject) due to or in connection with the Host Employees or any body representing them (or any of the said obligations the Outgoing Host would have had under or Investors in connection with such contracts Transfer (including the reasonable fees and disbursements of one counsel (evidenced in writing), chosen by the Bain Investors, representing the Investors) but only to the extent that such costs are incurred for TUPEthe benefit of all holders of Investor Securities transferring Investor Securities pursuant to this Section 6 and are not otherwise paid by the Company or the acquiring Person; and (iv) be obligated to join on a pro rata basis (based on the proceeds received) (A) in any indemnification obligation, (B) any material obligation in respect of (1) the setting up of an escrow to support indemnification or (2) the adjustment of the purchase price that the Transferring Securityholder agrees to provide in connection with such Transfer (other than any such obligations which relate specifically to a particular holder of Investor Securities such as indemnification with respect to warranties given by an Investor regarding such holder of Investor Securities’ title to and ownership of Investor Securities); 2.4.2 ; provided that it has no holder shall be obligated in connection with such Transfer to agree to indemnify or hold harmless the transferees with respect to, or otherwise be responsible for, an amount in excess of the cash proceeds, net of expenses, paid to such holder in connection with such Transfer; provided, further, that the liability resulting from any such indemnity or any other obligation in connection with such Transfer shall be several and not joint as among the indemnitors. Notwithstanding anything herein to the contrary, the Dow Investor shall pay all sums due not be obligated to agree to (i) a restriction on the business of the Dow Investor or any of its Affiliates or (ii) a restriction on soliciting or hiring employees of the transferee or any of its Affiliates; provided, however, that if the parties to such Transfer agreement have agreed in good faith that a portion of the purchase price be allocated to any of the restrictions described in clauses (i) or (ii) and the Dow Investor does not agree to be bound by such restrictions, then the Dow Investor’s pro rata share of the purchase price will be reduced pro rata by the amount allocated to such provisions in the Transfer agreement. The Transferring Securityholder shall represent to the Participating Securityholders, that the execution copies of the agreements provided to, and to be signed by, the Participating Securityholders in connection with this Section 6 are true, complete and accurate and there are no other agreements, arrangements or understandings between the transferee, the Transferring Securityholder, or any of their respective Affiliates or any Person acting on behalf of any of them, in relation to the Host Employees up Investor Securities being transferred pursuant to and including the day before the Commencement Date (whether arising under common law, statute, equity or otherwise) including all salaries, wages, bonus or commission, expenses, National Insurance and pension contributions, liability to Taxation and other sums payable in respect of any period up to the day before the Commencement Date; 2.4.3 that it has complied and shall comply in all respects with its obligations under TUPE (including but not limited to regulation 11) and COSOP; 2.4.4 that there are no sums owing to or from any Host Employee; 2.4.5 it has not: (a) terminated or given notice to terminate the employment of any of the Transferring Employees (other than for gross misconduct); (b) increased or reduced the total number of Transferring Employees by more than 5% (except in the ordinary course of business); (c) proposed, made or promised to make any material change to the remuneration or other terms and conditions of employment of the Transferring Employees; (d) replaced or relocated any of the Transferring Employees or reassign any of them to duties unconnected with the Better Care Together Programme; (e) assigned or redeployed to the Better Care Programme any person who is not a Transferring Employee; 2.4.6 to fully indemnify and hold the Host harmless against all Demands (including legal and other professional fees and expenses) which the Host may suffer, sustain, incur, pay or be put to arising from or in connection with:this Section 6.

Terms of Transfer. 2.1 The Outgoing Host and In the Host event of a Transfer, Landlord shall comply with their respective obligations under TUPE and COSOP have the following rights, in relation to any of person who transfers to the employment of the Host. 2.2 The Outgoing Host and the Host agree that all liabilities in relation to salaries, wages, entitlement to paid holiday, employee bonus or commission, expenses, National Insurance and pension contributions and liability to Taxation for the Transferring Employees shall be apportioned on a time basis so that such part of the relevant charges attributable to the period ending the day before the Commencement Date shall be borne by the Outgoing Host and such part of the relevant charges attributable to the period commencing on the Commencement Date shall be borne by the Host. 2.3 The Parties agree that the arrangements set out in this Agreement will constitute a relevant transfer for the purposes of TUPE and, accordingly, that it will not operate so as to terminate the contracts of employment default of any of the Transferring Employees. Such contracts which no such Transfer shall occur or be transferred from the Outgoing Host to the Host pursuant to TUPE with effect from the Commencement Date. 2.4 The Outgoing Host undertakes to the Host: 2.4.1 that it has complied with, and shall up to and including the Commencement Date, comply with all of its obligations and those of any of its predecessors (whether or not legally binding or in respect of which it would be expected to comply by any Regulatory or Supervisory Body to which it is subject) due to or in connection with the Host Employees or any body representing them (or any of the said obligations the Outgoing Host would have had under or in connection with such contracts but for TUPE); 2.4.2 that it has paid and shall pay all sums due to or in relation to the Host Employees up to and including the day before the Commencement Date (whether arising under common law, statute, equity or otherwise) including all salaries, wages, bonus or commission, expenses, National Insurance and pension contributions, liability to Taxation and other sums payable in respect of any period up to the day before the Commencement Date; 2.4.3 that it has complied and shall comply in all respects with its obligations under TUPE (including but not limited to regulation 11) and COSOP; 2.4.4 that there are no sums owing to or from any Host Employee; 2.4.5 it has noteffective: (a) terminated to collect a deposit or given notice further deposit to terminate be held as a security deposit pursuant to Section 16.6 such that the employment of any security deposit held by Landlord shall be equivalent to at least the Basic Rent payable for the last two (2) months of the Transferring Employees (other than for gross misconduct)Term in respect of the premises which are the subject of the Transfer; (b) increased or reduced to require Tenant and the total number Transferee to enter into a written agreement to implement any amendments to this Lease to give effect to Landlord’s exercise of Transferring Employees by more than 5% (except in the ordinary course any of business)its rights hereunder; (c) proposedto require the Transferee to enter into an agreement with Landlord in writing and under seal to be bound by all of Tenant’s obligations under this Lease in respect of the Transferred Premises, made and to waive any right it, or promised any person on its behalf, may have to make disclaim, repudiate or terminate this Lease pursuant to any material change to the remuneration bankruptcy, insolvency, winding-up or other terms creditors’ proceeding, including, without limitation, the Bankruptcy and conditions Insolvency Act (Canada) or the Companies’ Creditors Arrangement Act (Canada), and to agree that in the event of employment of the Transferring Employeesany such proceeding Landlord will comprise a separate class for voting purposes; (d) replaced to receive all amounts to be paid to Tenant under the agreement in respect of such Transfer less only any consideration which is bona fide being paid to Tenant for equipment, furnishings and other property to be conveyed by Xxxxxx as part of or relocated any together with the transaction of Transfer and which is not reasonably attributable to Xxxxxx’s interest in this Lease and less, in the case of a sublease, all amounts receivable by Tenant under the sublease equal to the amounts payable by Tenant hereunder each month during the term of the Transferring Employees or reassign any sublease in respect of them to duties unconnected with the Better Care Together ProgrammeTransferred Premises; (e) assigned to require the Transferee to waive any right it, or redeployed any person on its behalf, may have to disclaim, repudiate or terminate this Lease pursuant to any bankruptcy, insolvency, winding-up or other creditors’ proceedings, and to waive any rights, pursuant to Sections 21 or 39(2) of the Commercial Tenancies Act (Ontario) R.S.O. 1990, c, L7 and any amendments thereto and any other statutory provisions of the same or similar effect, to pay Rent less than any amount payable hereunder; (f) to require, if the Transfer is a sublease or other transaction other than an assignment, that upon notice from Landlord to the Better Care Programme any person Transferee all amounts payable by the Transferee each month shall be paid directly to Landlord who is not a Transferring Employeeshall apply the same on account of Tenant’s obligations under this Lease; 2.4.6 (g) to fully indemnify require that this Lease be amended to delete therefrom any right of renewal and hold any option or right of first refusal to purchase the Host harmless against all Demands (including legal and other professional fees and expenses) which the Host may suffer, sustain, incur, pay or be put to arising from or in connection with:Premises.

Terms of Transfer. 2.1 The Outgoing Host and In the Host event of any Transfer, Landlord shall comply with their respective obligations under TUPE and COSOP have the following rights, in relation to any of person who transfers to the employment of the Host. 2.2 The Outgoing Host and the Host agree that all liabilities in relation to salaries, wages, entitlement to paid holiday, employee bonus or commission, expenses, National Insurance and pension contributions and liability to Taxation for the Transferring Employees shall be apportioned on a time basis so that such part of the relevant charges attributable to the period ending the day before the Commencement Date shall be borne by the Outgoing Host and such part of the relevant charges attributable to the period commencing on the Commencement Date shall be borne by the Host. 2.3 The Parties agree that the arrangements set out in this Agreement will constitute a relevant transfer for the purposes of TUPE and, accordingly, that it will not operate so as to terminate the contracts of employment default of any of which no such Transfer shall occur or be effective: (i) to collect a deposit or further deposit to be held as a security deposit pursuant to section 16.6 hereof such that the Transferring Employees. Such contracts security deposit held by Landlord shall be transferred from equivalent to at least two (2) months’ Basic Rent payable in respect of the Outgoing Host Transferred Premises; (ii) to require Tenant and the Host pursuant Transferee and any indemnifier in respect of Xxxxxx’s obligations hereunder to TUPE with enter into an agreement in writing and under seal to implement any amendments to this Lease to give effect from the Commencement Date. 2.4 The Outgoing Host undertakes to the Host: 2.4.1 that it has complied with, and shall up to and including the Commencement Date, comply with all of its obligations and those Landlord’s exercise of any of its predecessors rights hereunder; (whether or not legally binding or iii) to require the Transferee to enter into an agreement with Landlord in writing and under seal to be bound by all of Tenant’s obligations under this Lease in respect of the portion of the Premises which it would be expected is the subject of the Transfer, and to comply by waive any Regulatory or Supervisory Body to which it is subject) due to or in connection with the Host Employees right it, or any body representing them person on its behalf, may have to disclaim, repudiate or terminate this Lease pursuant to any bankruptcy, insolvency, winding-up or other creditors proceeding, including, without limitation, the Bankruptcy and Insolvency Act (Canada) or any of the said obligations Companies’ Creditors Arrangement Act (Canada), and to agree that in the Outgoing Host would have had under or in connection with such contracts but for TUPE); 2.4.2 that it has paid and shall pay all sums due to or in relation to the Host Employees up to and including the day before the Commencement Date (whether arising under common law, statute, equity or otherwise) including all salaries, wages, bonus or commission, expenses, National Insurance and pension contributions, liability to Taxation and other sums payable in respect event of any period up to the day before the Commencement Date; 2.4.3 that it has complied and shall comply in all respects with its obligations under TUPE (including but not limited to regulation 11) and COSOP; 2.4.4 that there are no sums owing to or from any Host Employee; 2.4.5 it has not: (a) terminated or given notice to terminate the employment of any of the Transferring Employees (other than such proceeding Landlord will comprise a separate class for gross misconduct)voting purposes; (biv) increased to require the Transferee to waive any rights pursuant to subsections 21 and 39(2) of the Commercial Tenancies Act, R.S.O. 1990, Chapter L.7 and any amendments thereto and any other statutory provisions of the same or reduced similar effect, to retain the total number unexpired Term of Transferring Employees by more than 5% (except the Lease, or any portion thereof or obtain any right to enter into any lease or other agreement directly with Landlord for the Premises or any portion thereof, or otherwise remain in possession of any portion of the ordinary course of business)Premises; (cv) proposedto require, made if the Transfer is a sub-lease or promised other transaction not including an assignment, that all amounts payable by the Transferee each month be paid directly to make Landlord who shall apply the same on account of Tenant’s obligations under this Lease; and (vi) to require the Transferee to grant to Landlord a Security Agreement pursuant to section 16.5 hereof. (vii) to require the Transferee to waive any material change rights it may have pursuant to the remuneration Bankruptcy and Insolvency Act or other terms and conditions of employment of the Transferring Employees; (d) replaced or relocated any of the Transferring Employees or reassign any of them successor legislation to duties unconnected with the Better Care Together Programme; (e) assigned or redeployed to the Better Care Programme any person who is not a Transferring Employee; 2.4.6 to fully indemnify and hold the Host harmless against all Demands (including legal and other professional fees and expenses) which the Host may suffer, sustain, incur, pay or be put to arising from or in connection with:repudiate this Lease.