The United Kingdom. Each Dealer represents and agrees that:
(i) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business; and
(ii) it has not offered or sold and will not offer or sell any Notes other than to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses where the issue of the Notes would otherwise constitute a contravention of section 19 of the Financial Services and Markets Xxx 0000 (the “FSMA”) by the Issuer;
(b) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received by it in connection with the issue or sale of any Notes in circumstances in which section 21(1) of the FSMA does not apply to the Issuer or the Guarantor; and
(c) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to such Notes in, from or otherwise involving the United Kingdom.
The United Kingdom. (a) The parties acknowledge that the transfer of the Purchased Assets, including the transfer of the UK Business Employees in accordance with this Agreement, constitutes a relevant transfer for the purposes of the Transfer of Undertakings (Protection of Employment) Regulations 2006 as amended (“UK TUPE Regulations”) and that the contract of employment between Halyard Health UK Limited (“UK Subsidiary”) and each employee deemed to be transferring as identified as UK Business Employees in Section 6.02(a) of the Seller Disclosure Schedule (“UK Business Employees”) (except for any provisions or Liabilities arising under or in connection with any occupational pension scheme and excluded from transfer under the UK TUPE Regulations) will have effect from the Transfer Date (which shall be the “time of transfer” for the purposes of the UK TUPE Regulations) as if originally made between Buyer or one of its Affiliates and each UK Business Employee.
(b) The applicable Asset Seller shall, until the Transfer Date, in respect of each of the UK Business Employees, other than in the ordinary course of business:
i. perform and observe all the applicable Asset Seller’s obligations and those of any of its predecessors under or in connection with the contract of employment of each UK Business Employee (or any of such obligations the applicable Asset Seller would have had but for the UK TUPE Regulations);
ii. pay to each UK Business Employee all sums owing to him or her in respect of any period up to the Transfer Date;
iii. comply with the consultation and other requirements set out in Regulations 13 and 14 of the UK TUPE Regulations;
iv. comply with the notification of employee liability information and other requirements set out in regulation 11 of the UK TUPE Regulations;
v. not alter (whether to take effect before, on or after Transfer Date) any of the terms of employment of any UK Business Employee;
vi. not make any deduction from the salary or other payment due to any UK Business Employee (otherwise than in respect of PAYE and National Insurance contributions) unless such deduction has been approved in writing by that employee;
vii. not terminate or do anything which may lead to the termination of the contract of employment of, nor dismiss (constructively or otherwise) any UK Business Employee;
viii. not transfer or agree to transfer or redeploy or agree to redeploy any UK Business Employee away from working in the UK Subsidiary or induce any UK Business Employee to resig...
The United Kingdom. The United Kingdom is a dualist State,155 where common law is applied by English Courts. The interpretation of law is historically governed by three rules: the Mischief Rule, the Golden rule and the Literal Rule.156 However, even before the ratification of the 1969 Vienna Convention in 1971,157 English Courts regularly acknowledged that principles other than domestic interpretations should be applied with respect to the 1929 Warsaw Convention.158 155 See, for the 1929 Warsaw Convention: Carriage by Air Act 1932 – with a translation in English of the 1929 Warsaw Convention in the Schedule; for the 1999 Montreal Conven- tion: The Carriage by Air Acts (Implementation of the Montreal Convention 1999) Order 2002. 156 See, The Law Commission and the Scottish Law Commission, The Interpretation of Statutes, 9 June 1969, points 23-28, Source: <xxxxx://xxx.xxxxxxxxxx.xxx.xx/ files/3912/7989/6877/rep11.pdf> (accessed 3 July 2019): ‘The classic statement of the mischief rule is that given by the Barons of the Court of Exchequer in Heydon’s Case [(1584) 3 Co.Rep. 7a]: “And it was resolved by them, that for the sure and true interpreta- tion of all statutes in general (be they penal or beneficial, restrictive or enlarging of the Common Law), four things are to be discerned and considered: 1st. What was the Common Law before the making of the Act,
The United Kingdom. In relation to each issue of Notes, the Dealer purchasing such Notes represents, warrants and undertakes to the Issuer that:
The United Kingdom. In relation to each issue of Notes, each of the Dealers subscribing to such Notes represents, warrants and undertakes to the Issuers and the Guarantor (in the case of a Subsidiary Issuer) that:
3.1 No deposit-taking
3.1.1 it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business: and
3.1.2 it has not offered or sold and will not offer or sell any such Notes other than to persons:
(a) whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses; or
(b) who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses, where the issue of the Notes would otherwise constitute a contravention of Section 19 of FSMA by the Issuers and the Guarantor (in the case of a Subsidiary Issuer);
The United Kingdom. Tax Obligations
The United Kingdom. The Issuer and each Dealer represent, warrant and agree that:
(a) (i) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business and (ii) it has not offered or sold and will not offer or sell any Treasury Notes other than to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses where the issue of the Treasury Notes would otherwise constitute a contravention of Section 19 of the Financial Services and Markets Act 2000 (the FSMA) by the Issuer;
(b) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of any Treasury Notes in circumstances in which section 21(1) of the FSMA does not apply to the Issuer; and
(c) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to such Treasury Notes in, from or otherwise involving the United Kingdom.
The United Kingdom. In the United Kingdom, several patients’ rights are implicitly protected by the national Constitution. Patient rights are set out in the NHS Constitution for England 45 which is accompanied by a handbook and which applies specifically to England. The NHS Constitution for England establishes a set of values and principles pertinent to healthcare. It introduces principles that guide the national healthcare system when it comes to patients’ rights and responsibilities, as well as the rights and responsibilities of the staff working for the NHS. The document refers to the right to receive information about test and treatment options, the right to access health records, and, notably, to have inaccurate information stored in health records corrected. Also, the NHS Constitution for England provides several pledges in regard to the processing of data. Amongst other things, the NHS pledges to keep confidential data safe and secure, to anonymise patient data in the course of the patients’
The United Kingdom. The legislations protecting the medical confidentiality of patient data in the UK is covered by the Common Law Duty of Confidentiality.81 The guidelines on confidentiality by the General Medical Council explicitly refer to the data protection requirements laid down in the UK Data Protection Act as a complementary means that goes hand in hand with medical confidentiality. However, the common law is an evolutive instrument that progresses with the integration of binding precedents established through case law. It sets out the general rule that obliges doctors to remain silent about the patient information collected. While doctors are generally required not to reveal confidential information about the patient, the common law recognises in principle the patients’ consent, statutory obligations, or the public interest as exceptions to the norm.82 Additionally, confidential patient information may be processed for a specific purpose, such as scientific research or other vital activities, without obtaining the consent of the patient. To this end, the independent Confidentiality Advisory Group (CAG) can permit the use of confidential patient data according to section 251 of the NHS Act 2006 when it becomes unfeasible to obtain consent from the patient.83 However, the legislation regulating the disclosure or making available of confidential information seems to differ between the four countries within the United Kingdom which adds another layer of 77 Medical Protection Society (2012) Medical records in Ireland – An MPS Guide, p. 12. xxxxx://xxx.xxxxxxxxxxxxxxxxx.xxx/docs/default-source/pdfs/booklet-pdfs/ireland-booklets/medical- records-in-ireland---an-mps-guide.pdf?sfvrsn=29324eac_2 78 Medical Council (2019) Guide to Professional Conduct and Ethicsfor Registered Medical Practitioners (Amended), p. 24-25. xxxxx://xxx.xxxxxxxxxxxxxx.xx/news-and-publications/reports/guide-to-professional- conduct-and-ethics-for-registered-medical-practitioners-amended-.pdf 79 Ibid., p. 32. 80 Irish College of General Practitioners (2019) Processing of Patient Personal Data: A Guidelines for General Practitioners v2.3, p. 8. xxxxx://xxx.xxxx.xx/speck/properties/asset/asset.cfm?type=Document&id=07BFBD54-DBE7-4EF3- 8A60D884D2AA4EE7&property=document&filename=GP_GDPR_Guideline_v2_3..pdf&revision=tip& mimetype=application%2Fpdf&app=icgp&disposition=inline 81 NHS Digital, protecting patient data. xxxxx://xxxxxxx.xxx.xx/services/national-data-opt-out/understanding-the- national-data-opt-out...
The United Kingdom. The option to elect to receive new ordinary shares instead of the final, and relevant, dividend is not being offered to, or for the account of, any North American Person. “
