TUPE / Employees. 4.1 The Client and Xxxxxxxxx agree that the transfer of responsibility for the Services to be provide under the Agreement may constitute a relevant transfer within the meaning of the Transfer of undertakings Regulations 2006 and the respective contracts of employment of any individuals wholly or mainly engaged in the provision of services equivalent to the services by the Client or incumbent supplier on or immediately prior to the commencement of the Services by Xxxxxxxxx.
TUPE / Employees. 5.1 The Client and Amulet agree that the transfer of responsibility for the Service to be provide under the Agreement may constitute a relevant transfer within the meaning of the Transfer of Undertaking (Protection of Employment) Regulations 2006.
5.2 Amulet shall be entitled to adjust its Charges to reflect any inaccuracy in or omission from the information provided by or on behalf of the Client in relation to the Transferring Employees or any transferring assets.
5.3 The Client undertakes to indemnify and keep Amulet indemnified from and against all liabilities, obligations, costs, claims and demands arising from or in respect of any of the Client’s employees whose Contracts of Employment shall be transferred to Amulet under the Transfer of Undertakings (Protection of Employment) Regulations 1981 as amended insofar as and to the extent that the same was caused by any act or omission by the Client prior to the transfer or deemed transfer of the employees’ Contract of Employment to Amulet.
5.4 [** IF APPLICABLE ** The Client agree to indemnify Amulet from the commencement date in full where Life Insurance benefit is payable where the following conditions occur(ed), (i) any employee is currently not attending work due to illness (long or short term), and (ii) is not actively attending work prior to the transfer date, at the point of transfer or post contract award.]
5.5 [** IF APPLICABLE ** The indemnity provided in terms of Clause 5.4 ceases upon the employee’s return to work for a minimum of one day or his / her employment ends with Amulet by way of resignation, redundancy, dismissal, transfer out, excluding death.]
5.6 In the event that, following termination of the Agreement, the employment of any employee of Amulet transfers or is deemed to transfer to the Client or any successor service provider as a result of the operation of TUPE, then the Client agrees to indemnify Amulet against any and all Losses incurred by Amulet as a result of the acts or omissions of the successor service provider in relation to any such employee on or after the date of such transfer or deemed transfer, and any failure by the successor service provider to comply with any part of TUPE.
5.7 The Client shall indemnify Amulet and keep Amulet indemnified from and against all and any Losses suffered or incurred by Amulet arising out of the dismissal by reason of redundancy of any individual employed in the provision of the Services (i) as a result of a reduction in the Clients requ...
TUPE / Employees. (a) The Parties agree that the employment contracts of the Territory Employees based in […***…], if then still employed by Gilead (or the relevant Affiliate of Gilead) unless the listed Territory Employee has validly objected as per the applicable local legal provisions, shall automatically and in a definitive manner transfer to Galapagos (or the relevant Affiliate of Galapagos) in accordance with the TUPE Regulations (the “TUPE Employees”) upon local completion of the Transition in those countries, respectively (the date of such local completion in relation to such country, the relevant “TUPE Transfer Date”). As a result, as of the relevant TUPE Transfer Date, Galapagos (or the relevant Affiliate of Galapagos) will employ the relevant TUPE Employees on substantially similar contractual terms and conditions, or identical contractual terms and conditions if required under the TUPE Regulations, but not including rights pursuant to any Gilead Plan as in effect for each such TUPE Employee prior to the transfer, except as otherwise required by Applicable Law.
(b) With respect to the Territory Employees of […***…] on Schedule 3, Gilead and Galapagos (or their relevant Affiliates) have jointly informed in writing these employees in accordance with […***…]. Gilead and Galapagos (or their relevant Affiliates) have provided the required information they are responsible for in this respect, i.e. Gilead (or its relevant Affiliate) has provided information on the current employment situation and Galapagos (or its relevant Affiliate) has provided information on any envisaged changes that need to be included in this […***…]. The […***…] contains reference to the statutory deadline of one month after receipt of the […***…] to object to the transfer of employment in writing. The Parties shall promptly inform each other of any notice of objection and consent received from any of these employees and will as soon as practically possible determine which of these employees have transferred in a definitive manner from […***…] to the respective Galapagos Affiliate […***…].
(c) The Parties will coordinate and use Transition Activity Commercially Reasonable Efforts to effect the transfer of (i) the […***…] as soon as possible following the Effective Date and at the latest on or before […***…] and (ii) the […***…] as soon as possible following the Effective Date and at the latest on or around […***…]. Galapagos will use Transition Activity Commercially Reasonable Efforts to establis...
TUPE / Employees. (i) The Sellers shall retain the services of the TUPE Employees with the intent that their contracts of employment shall continue in force until the Closing and then be transferred to the Buyer under the U.K. Employment Legislation and shall comply, until the Closing, with all its obligations under the said contracts of employment, under statute and under any agreement with any trade union.
(ii) The Sellers shall discharge and hereby undertakes to indemnify the Buyers’ Group against all liabilities, obligations, costs, claims and demands arising from or in respect of: (a) any person other than the TUPE Employees who are or have been at any time prior to Closing engaged to any extent in the U.K. Business; and (b) any obligation to inform and consult representatives of the U.K. Employees under the U.K. Employment Legislation, save for obligations arising from a failure by the Buyers to comply with their own obligations under Regulation 10(3) of the U.K. Employment Legislation in relation to the TUPE Employees.
TUPE / Employees. 4.1 The Client and Xxxxxxxxx agree that the transfer of responsibility for the Services to be provide under the Agreement may constitute a relevant transfer within the meaning of the Transfer of undertakings Regulations 2006 and the respective contracts of employment of any individuals wholly or mainly engaged in the provision of services equivalent to the services by the Client or incumbent supplier on or immediately prior to the commencement of the Services by Xxxxxxxxx. CES-F-42 4.2 Pursuant to Clause 4.1, Xxxxxxxxx accepts industry-standard allocation of TUPE risk, indemnifying the Client for any TUPE liabilities arising from our service provision. In turn the Client will indemnify Xxxxxxxxx for pre-transfer liabilities relating to staff who transfer to Xxxxxxxxx (e.g. outstanding pay, employee grievances, latent equal pay claims or entitlements under pre-existing pensions etc.)
4.3 [** IF APPLICABLE ** The Client agree to indemnify Xxxxxxxxx from the commencement date in full where Life Insurance benefit is payable where the following conditions occur(ed), (i) any employee is currently not attending work due to illness (long or short term), and (ii) is not actively attending work prior to the transfer date, at the point of transfer or post contract award.]
4.4 [** IF APPLICABLE ** The indemnity provided in terms of Clause 4.3 ceases upon the employee’s return to work for a minimum of one day or his / her employment ends with Xxxxxxxxx by way of resignation, redundancy, dismissal, transfer out, excluding death.]
4.5 If this Agreement is signed prior to Xxxxxxxxx receiving complete TUPE information, then the following will apply:
(a) It is agreed by the Client that, in the event the existing contractor is paying a higher hourly rate to the Supervisor or Operative than Xxxxxxxxx, or any other benefits or Terms of Employment, in addition to the statutory requirements, or if anything contained in the TUPE information results in additional costs, the differential will be added to the cost of the contract.
(b) If the Client withholds information regarding the outgoing contractor or their existing staff working on site, or there is a dispute over an Operative’s status of being employed or a subcontractor, the Client will be responsible for all costs to Xxxxxxxxx arising from any dispute.
(c) Where Xxxxxxxxx incurs additional costs resulting from transferring employee’s pension arrangements such as actuary fees or undisclosed contributions in the TUPE informat...
TUPE / Employees. It is the intention of Purchaser that, with effect from Closing, the employment of the TUPE Employees, shall transfer from the Seller Affiliate which employs each of them to such Affiliate or Affiliates of Purchaser as Purchaser may nominate and agree that as a consequence of the relevant transfer the contracts of employment (other than in respect of any occupational pension schedule to the extent that such rights are excluded from transfer by the TUPE Regulations) of the TUPE Employees shall have effect from Closing as if originally made between each TUPE Employee and Purchaser. As soon as reasonably practicable after the Effective Date, Seller will initiate a process of informing and consulting appropriate representatives of the TUPE Employees, or the Employees themselves, in full compliance with regulation 13 of TUPE (or, as the case may be, the equivalent legislation implementing the Acquired Rights Directive). Seller shall require Purchaser, or such Affiliate of Purchaser as Purchaser may identify, to co-lead such information and consultation process with the Seller. Seller shall coordinate that consultation which shall encompass, at a minimum, any measures which the relevant Seller Affiliates or the Affiliates of Purchaser which will employ the Employees envisage taking in connection with the transfer, including but not limited to the fact of the proposed transfer of the TUPE Employees to the relevant Purchaser Affiliate.
