TUPE / Employees Sample Clauses

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.
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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.
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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.
Sample 1
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.
Sample 1
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. Xxxxxxxxx Environmental Services Standard Client Terms and Conditions v6 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.)
Sample 1
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.
Sample 1

Related to TUPE / Employees

  • Active Employees Active Employees who have not terminated service during the Plan Year and who meet the following requirements (select all that apply; leave blank if no exclusions):

  • Company Employees Each Party shall not, directly or indirectly solicit for employment, any employee of the other Party who has been directly involved in the performance of this Agreement during the Term and for one year after the earlier of the termination or expiration of this Agreement or the termination of such individual's employment, with the other Party. It shall not be a violation of this provision if any employee responds to a Party's general advertisement of an open position.

  • Transferred Employees Effective as of the Closing Date, Purchaser or one of its Affiliates shall make an offer of employment to each Applicable Employee. Notwithstanding anything herein to the contrary and except as provided in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, shall be made in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Date, subject to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occurs.

  • Continuing Employees “Continuing Employees” is defined in Section 6.4 of the Agreement.

  • Former Employees All Employees terminating service with the Employer during the Plan Year and who have satisfied the eligibility requirements based on the terms of the Employer's accumulated benefits plans checked below (select all that apply; leave blank if no exclusions):

  • Other Employees Except as may be required in the performance of Employee’s duties hereunder, Employee shall not cause or induce, or attempt to cause or induce, any person now or hereafter employed by the Company or any of its affiliates to terminate such employment. This obligation shall remain in effect while Employee is employed by the Company and for a period of one (1) year thereafter.

  • Key Employees The Adviser is not aware that (i) any of its executives, key employees or significant group of employees plans to terminate employment with the Adviser or (ii) any such executive or key employee is subject to any noncompete, nondisclosure, confidentiality, employment, consulting or similar agreement that would be violated by either the Adviser’s present or proposed business activities, except, in each case, as would not reasonably be expected, individually or in the aggregate, to have an Adviser Material Adverse Effect.

  • Seller's Employees Purchaser will interview and evaluate in accordance with its normal employment procedures those Persons employed as field personnel in the capacity of pumper, foreman, operator, technician, mechanic, superintendent, repairman, utility man, or other similar field classifications by Seller in connection with the Subject Properties and identified by letter of even date herewith from Seller to Purchaser who desire to be considered for employment by Purchaser, and will offer in writing employment to those Persons for whom Purchaser in its sole discretion determines a need. If Purchaser fails to offer such employment to all of such Persons, Purchaser shall not, as a result of such failure, otherwise be in default under this Agreement, but shall be required to reimburse Seller for severance benefits paid by Seller to each such Person not offered employment by Purchaser; provided, that such reimbursement shall not exceed that amount determined by multiplying each such employee's normal weekly wage by twelve (12). Persons offered employment with Purchaser will be offered employment at their current work location with compensation and benefits comparable to those provided to Purchaser's current employees performing similar tasks, or, if none, with compensation and benefits comparable to those provided by Seller Such offers shall be made prior to Closing, but shall be contingent upon the occurrence of Closing and such employment shall not commence until Closing. If any such Person employed by Purchaser is terminated by Purchaser within six (6) months of Closing, Purchaser shall pay such Person a severance benefit equal to the amount determined by multiplying each such employee's normal weekly wage by ten (10). Purchaser shall have no obligation under this Section 13.19 with respect to Persons offered employment by Purchaser pursuant to this Section 13.19 who decline such employment, except that the foregoing provisions shall apply to the extent that such Person accepts employment with Purchaser or any of its Affiliates within twelve (12) months of Closing.

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