THE TRANSFER REGULATIONS Sample Clauses

THE TRANSFER REGULATIONS. The parties acknowledge that the provisions of the Transfer of Undertakings (Protection of Employment) Regulations 2006, as amended (the "Transfer Regulations") may apply at any time before or after the termination or expiry of this Agreement or upon the early termination or variation of this Agreement. In circumstances where the Transfer Regulations do apply, the Provider shall comply with its obligations under the Transfer Regulations. In the event of expiry or termination of the Agreement, the Provider and the Trust shall co-operate fully to ensure an orderly handover in relation to all aspects of the Services to alternative providers and shall at all times act in such a manner as to not adversely affect the delivery of the Services or the obligations of the parties under this Agreement. If requested to do so by the Trust, the Provider shall co‑operate fully during the discussions and any transfer of the Services to any alternative provider(s) and this co‑operation shall extend to allowing for access to, and providing copies of information which is necessary in order to achieve an effective transition to a new provider without disruption to routine operational requirements. The transfer shall be arranged to reduce to a minimum any interruption of the provision to the Trust of the Services. The Provider shall, within 14 days of a written request from the Trust, provide such full, accurate and up to date information relating to the Provider's staff employed or engaged in providing the Services (or a part of the Services) to the Trust including without limitation the identity of the employees who will transfer, the age of those employees, information contained in the statements of employment particulars for those employees (e.g. remuneration, hours of work, holiday entitlements), information relating to any collective agreements which apply to those employees, instances of any disciplinary action within the preceding 2 years taken by the Provider in respect of those employees in circumstances where the statutory dispute resolution procedures apply, instances of any grievances raised by those employees within the preceding 2 years taken by the Provider in respect of those employees in circumstances where the statutory dispute resolution procedures apply and instances of any legal actions taken by those employees against the Provider in the previous 2 years and instances of potential legal actions which might be brought by those employees where the Provider ...
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THE TRANSFER REGULATIONS. The parties consider that the transaction contemplated by this Agreement is subject to the application of the Transfer Regulations and agree that: (a) the contracts of employment of the Employees will have effect from the Effective Time as if originally made between the Buyer (or a member of the Buyer's Group) and the Employees (except in respect of pension arrangements in so far as they are excluded by reason of the Transfer Regulations) and by virtue of the Transfer Regulations all the Seller's (and/or relevant member of the Seller's Group's) rights, powers, duties and liabilities under or in connection with any such contract of employment with the Employees still in force at the Effective Time shall be transferred to the Buyer (or a relevant member of the Buyer's Group); (b) the employment of any of the Employees who are employed in the Business immediately on or before the Effective Time shall not be terminated for a reason arising from or connected in any way with this Agreement; (c) the parties will (subject to the terms of this Agreement) comply with the requirements of the Transfer Regulations; and (d) for the Employees who: (i) are employed by a Seller's Group Company in France and (ii) benefit from a protective statutory status, their transfer will be subject to the consent from the competent labor governmental authority and therefore: (1) notwithstanding anything to the contrary in this Agreement, Completion can occur without such Employees and such Employees shall transfer when and if the competent labor governmental approval is received; and (2) in the event such Employees' transfer is refused by the competent labor governmental authority, they will remain employed by the Seller's Group Company in France.
Sample 1

Related to THE TRANSFER REGULATIONS

  • Tax Shelter Regulations The Borrower does not intend to treat the Loans and/or Letters of Credit and related transactions as being a “reportable transaction” (within the meaning of Treasury Regulation Section 1.6011-4). In the event the Borrower determines to take any action inconsistent with such intention, it will promptly notify the Administrative Agent thereof. If the Borrower so notifies the Administrative Agent, the Borrower acknowledges that one or more of the Lenders may treat its Loans and/or its interest in Swing Line Loans and/or Letters of Credit as part of a transaction that is subject to Treasury Regulation Section 301.6112-1, and such Lender or Lenders, as applicable, will maintain the lists and other records required by such Treasury Regulation.

  • Other Regulations Borrower is not subject to regulation under the Investment Company Act of 1940, the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act, any state public utilities code or to any other Governmental Rule limiting its ability to incur indebtedness.

  • FCC Regulations The unstayed, effective regulations promulgated by the FCC, as amended from time to time.

  • FIRE REGULATIONS All Exhibitors must comply with the regulations of the local authority and applicable law as they relate to the design and construction of Exhibition stands, and the use of suitably fireproofed materials.

  • Applicable Regulations If an issue relating to investments is covered both by this Agreement and by the national legislation of one Contracting Party or by international conventions, existing or to be subscribed to by the Parties in the future, the investors of the other Contracting Party shall be entitled to avail themselves of the provisions that are the most favourable to them.

  • Compliance with Governmental Rules and Regulations Except as otherwise provided in the Agreement and except for the accuracy of information furnished to the Fund by Price Services, each Fund assumes full responsibility for the preparation, contents and distribution of its prospectuses and compliance with all applicable requirements of the ’40 Act, the ‘34 Act, the ‘33 Act, and any other laws, rules and regulations of governmental authorities having jurisdiction over the Fund. Price Services shall be responsible for complying with all laws, rules and regulations of governmental authorities having jurisdiction over transfer agents and their activities and cooperating with respect to examinations and requests from such governmental authorities.

  • Compliance with Governmental Regulations Landlord and Tenant shall comply with all rules, regulations and requirements promulgated by national, state or local governmental agencies or utility suppliers concerning the use of utility services, including any rationing, limitation or other control. Tenant shall not be entitled to terminate this Lease nor to any abatement in rent by reason of such compliance.

  • COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS; RECORDS The Trust assumes full responsibility for its compliance with all securities, tax, commodities and other laws, rules and regulations applicable to it.

  • Governmental Regulations, Etc (a) No part of the proceeds of the Loans will be used, directly or indirectly, for the purpose of purchasing or carrying any “margin stock” in violation of Regulation U. If requested by any Lender or the Administrative Agent, the Borrower will furnish to the Administrative Agent and each Lender a statement to the foregoing effect in conformity with the requirements of FR Form U-1 referred to in said Regulation U. No indebtedness being reduced or retired out of the proceeds of the Loans was or will be incurred for the purpose of purchasing or carrying any margin stock within the meaning and in violation of Regulation U or any “margin security” within the meaning and in violation of Regulation T. “Margin stock” within the meanings of Regulation U does not constitute more than 25% of the value of the consolidated assets of the Borrower and its Subsidiaries. None of the transactions contemplated by this Credit Agreement (including, without limitation, the direct or indirect use of the proceeds of the Loans) will violate or result in a violation of the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, or regulations issued pursuant thereto, or Regulation T, U or X. (b) Neither the Borrower nor any of its Subsidiaries is subject to regulation under the Federal Power Act or the Investment Company Act of 1940, each as amended. In addition, neither the Borrower nor any of its Subsidiaries is an “investment company” registered or required to be registered under the Investment Company Act of 1940, as amended, and is not controlled by such a company. (c) Each of the Borrower and its Subsidiaries has obtained all licenses, permits, franchises or other governmental authorizations necessary to the ownership of its respective Property and to the conduct of its business, except where such failure could not reasonably be expected to have a Material Adverse Effect. (d) Neither the Borrower nor any of its Subsidiaries is in violation of any applicable statute, regulation or ordinance of the United States of America, or of any state, city, town, municipality, county or any other jurisdiction, or of any agency thereof (including without limitation, environmental laws and regulations), except where such violation could not reasonably be expected to have a Material Adverse Effect. (e) Each of the Borrower and its Subsidiaries is current with all material reports and documents, if any, required to be filed with any state or federal securities commission or similar agency and is in full compliance in all material respects with all applicable rules and regulations of such commissions, except where such failure could not reasonably be expected to have a Material Adverse Effect.

  • Exchange Act Compliance; Regulations T, U and X None of the transactions contemplated herein or in the other Transaction Documents (including, without limitation, the use of proceeds from the sale of the Collateral Portfolio) will violate or result in a violation of Section 7 of the Exchange Act, or any regulations issued pursuant thereto, including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System, 12 C.F.R., Chapter II. The Borrower does not own or intend to carry or purchase, and no proceeds from the Advances will be used to carry or purchase, any “margin stock” within the meaning of Regulation U or to extend “purpose credit” within the meaning of Regulation U.