TUPE INDEMNITIES Sample Clauses

TUPE INDEMNITIES. The SERVICE PROVIDER shall, and shall procure that any Sub-Contractor shall, perform and discharge all its obligations in respect of all the Transferring Service Provider Employees up to and including the date of Service Transfer. The SERVICE PROVIDER shall indemnify the CUSTOMER and any replacement service provider against all Employee Liabilities arising from the SERVICE PROVIDER's, or any Sub-Contractor's, failure to perform and discharge any such obligation. The SERVICE PROVIDER shall indemnify the CUSTOMER and any replacement service provider against any Employee Liabilities in respect of the Transferring Service Provider Employees arising from or as a result of: any act or omission by the SERVICE PROVIDER or any Sub-Contractor occurring on or before the Service Transfer Date or any other matter, event or circumstance occurring or having its origin before the date of Service Transfer; any claim made by or in respect of any person employed or formerly employed by the SERVICE PROVIDER or any Sub-Contractor other than a Transferring Service Provider Employee for which it is alleged that the CUSTOMER or any replacement service provider may be liable by virtue of this Contract and/or the Employment Regulations and/or the Acquired Rights Directive; and
Sample 1
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TUPE INDEMNITIES. 43.1. On the termination or expiry of this Contract, the Contractor shall indemnify and keep indemnified the Authority in respect of any loss, damage, expense or other liability incurred by the Authority (either directly or by reason of any indemnity given to a Successor Contractor in relation to such liability) as a result of or arising from: 43.1.1. the inaccuracy or incompleteness of the information provided by the Contractor to the Authority, a prospective tenderer or the Successor Contractor pursuant to Conditions 42.2, 42.3, 42.5, 42.6 and 42.7; 43.1.2. any failure by the Contractor to pay any of its employees any sum owed to them prior to the date of the Relevant Transfer under the Transfer Regulations; 43.1.3. any claim, liability or expense arising from a breach by the Contractor of any contract of employment or collective agreement prior to the Transfer Date under TUPE. 43.1.4. Any claim by a trades union, staff association or staff body recognised by the Contractor in respect of all or any of the Contractor’s current or former personnel arising out of the Contractor’s failure to comply with its legal obligations to inform and consult with such associations under the TUPE; 43.1.5. Anything done or omitted to be done on behalf of the Contractor in respect of any contract of employment or any collective agreement prior to the date of the Relevant Transfer under the TUPE where the liability for such act or omission transfers to the Authority or the Successor Contractor pursuant to TUPE. DEFAULT, DISRUPTION AND TERMINATION
Sample 1
TUPE INDEMNITIES. If any person claims that his or her employment, or any liability in relation to his or her employment, has transferred from the Seller, its Affiliates, or any of its or their service providers, agents, contractors or subcontractors to the Purchaser, its Affiliates, or any of its or their service providers, agents, contractors or subcontractors as a result of the operation of the TUPE Regulations as a consequence of, or in connection with, the entry into, commencement, performance or completion of this Agreement or any Transaction Document, the Seller agrees and undertakes to indemnify and hold each of the Purchaser Indemnified Parties on demand harmless (and keep each of them indemnified and held harmless) from and against any and all actions, losses, liabilities, costs (ongoing or otherwise and including legal expenses) damages, expenses, legal remedies, compensation, court or tribunal orders, penalties, fines, awards and all other liabilities or Losses suffered or incurred by it or any of them in relation to, arising out of or in connection with such a claim (including any and all redundancy costs incurred with respect to any redundancy processes associated with any person whose employment has transferred from the Seller, its Affiliates, or any of its or their service providers, agents, contractors or subcontractors to the Purchaser, its Affiliates, or any of its or their service providers, agents, contractors or subcontractors as a result of the operation of the TUPE Regulations as a consequence of, or in connection with, the entry into, commencement, performance or completion of this Agreement or any Transaction Document).
Sample 1
TUPE INDEMNITIES. 7.1. The Supplier shall, and shall procure that any Sub-Contractor shall, perform and discharge all its obligations in respect of all the Transferring Supplier Employees up to and including the Service Transfer Date. The Supplier shall indemnify the Customer in full for itself and on behalf of any Replacement Supplier for and against all losses, compensation payments, fines, penalties, disbursements, awards, liabilities, damages, costs and expenses incurred, payments made by way of settlement and any legal costs and other professional fees (together with any VAT thereon) incurred or suffered by the Customer and/or any Replacement Supplier arising from, in connection with or as a result of all Employee Liabilities arising from the Supplier's, or any Sub-Contractor's, failure to perform and discharge any such obligation. 7.2. The Supplier shall indemnify the Customer in full for itself and on behalf of any Replacement Supplier for and against all losses, compensation payments, fines, penalties, disbursements, awards, liabilities, damages, costs and expenses incurred, payments made by way of settlement and any legal costs and other professional fees (together with any VAT thereon) incurred or suffered by the Customer and/or any Replacement Supplier in connection with or as a result of arising from or as a result of: 7.2.1. any Employee Liabilities whatsoever and howsoever arising on or before the Service Transfer Date or any other matter, event or circumstance occurring or having its origin before the Service Transfer Date save simply for accrual of service before that date; 7.2.2. any and all acts or omissions by the Supplier or any Sub-Contractor occurring on or before the Service Transfer Date or any other matter, event or circumstance occurring or having its origin before the Service Transfer Date (other than an act or omission of the Customer or any Replacement Supplier); 7.2.3. any claim made by or in respect of any person employed or formerly employed by the Supplier or any Sub-Contractor other than a Transferring Supplier Employee for which it is alleged that the Customer or any Replacement Supplier may be liable by virtue of this Contract and/or TUPE and/or the Acquired Rights Directive; 7.2.4. all and any losses in respect of all emoluments and outgoings in relation to the Employees (including without limitation all wages, bonuses, PAYE, national insurance contributions, pension contributions and otherwise) payable in respect of any period on or bef...
Sample 1
TUPE INDEMNITIES. The SERVICE PROVIDER shall, and shall procure that any Sub-Contractor shall, perform and discharge all its obligations in respect of all the Transferring Service Provider Employees up to and including the date of Service Transfer. The SERVICE PROVIDER shall indemnify the CUSTOMER and any replacement service provider against all Employee Liabilities arising from the SERVICE PROVIDER's, or any Sub-Contractor's, failure to perform and discharge any such obligation.
Sample 1
TUPE INDEMNITIES. On the termination or expiry of this Contract, the Provider shall indemnify and keep indemnified the Authority in respect of any loss, damage, expense or other liability incurred by the Authority (either directly or by reason of any indemnity given to a Successor Provider in relation to such liability) as a result of or arising from:
Sample 1

Related to TUPE INDEMNITIES

  • Separate Indemnities To the extent permitted by applicable law, these indemnities constitute separate and independent obligations from the other obligations in this Agreement, will be enforceable as separate and independent causes of action, will apply notwithstanding any indulgence granted by the party to which any payment is owed and will not be affected by judgment being obtained or claim or proof being made for any other sums payable in respect of this Agreement.

  • Expenses and Indemnities 13 8.1 Expenses..................................................... 13 8.2

  • Liability and Indemnities Save where alternative arrangements regarding liabilities and indemnities are agreed in writing between the Participating Bodies, the following shall apply. The Host Practice shall accept responsibility for, and shall at all times indemnify the Sending Body and Staff Members fully against, and hold them harmless from, all civil liabilities and in respect of or consequent on any illness, injury, death, damage or costs suffered, sustained or incurred arising out of or in connections with: any act or omission on the part of a Staff Member during or in connection with a Vaccination Session; or any act or omission by the Host Practice or its employees or agents during or in connection with a Vaccination Session. It is agreed and understood that Staff Members will be carrying out NHS primary medical services on behalf of the Host Practice and therefore will have the benefit of the CNSGP indemnity arrangements in respect of relevant liabilities covered by those arrangements. The Host Practice is required to ensure that it maintains appropriate and adequate insurance cover in respect of all non-clinical liabilities that may arise in connection with the delivery of the Vaccination Programme or participation in any Vaccination Session by any Staff Members, save for professional indemnity liabilities, which will be the responsibility of the relevant Staff Member. The Participating Bodies hereby indemnify each other against any and all claims, liabilities, actions, proceedings, costs (including legal fees), losses, damages, fines, expenses and demands suffered or incurred by any other Participating Body arising out of or resulting from the acts or omissions of the indemnifying Participating Body in respect of its employment or engagement of a Staff Member including but not limited to: its breach of this MOU; in the case of a Sending Body, the employment/engagement or termination of employment/engagement of the Staff Member; or in the case of the Host Practice, any actions it undertakes relating to a Staff Member during a Transfer Period and including, where no other indemnity arrangements provided for by NHS Resolution may apply, liability for personal injury, accident or illness suffered, breach of contract or in tort, unfair dismissal, equal pay, discrimination of any kind or under any legislation applicable in the United Kingdom.

  • Expenses; Indemnities (a) Each Lender agrees to reimburse Administrative Agent and each of its Related Persons (to the extent not reimbursed by any Obligor) promptly upon demand for such Lender’s Proportionate Share of any costs and expenses (including fees, charges and disbursements of financial, legal and other advisors and Other Taxes paid in the name of, or on behalf of, any Obligor) that may be incurred by Administrative Agent or any of its Related Persons in connection with the preparation, syndication, execution, delivery, administration, modification, consent, waiver or enforcement (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding or otherwise) of, or legal advice in respect of its rights or responsibilities under, any Loan Document. (b) Each Lender further agrees to indemnify Administrative Agent and each of its Related Persons (to the extent not reimbursed by any Obligor), from and against such Lender’s aggregate Proportionate Share of the liabilities (including Taxes, interests and penalties imposed for not properly withholding or backup withholding on payments made to on or for the account of any Lender) that may be imposed on, incurred by or asserted against Administrative Agent or any of its Related Persons in any matter relating to or arising out of, in connection with or as a result of any Loan Document, any Related Document or any other act, event or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by Administrative Agent or any of its Related Persons under or with respect to any of the foregoing; provided, however, that no Lender shall be liable to Administrative Agent or any of its Related Persons to the extent such liability is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Administrative Agent’s or such Related Person’s gross negligence or willful misconduct.

  • Other indemnities The Company shall (or shall procure that an Obligor will), within three Business Days of demand, indemnify each Finance Party against any cost, loss or liability incurred by that Finance Party as a result of: (a) the occurrence of any Event of Default; (b) a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 27 (Sharing among the Finance Parties); (c) funding, or making arrangements to fund, its participation in a Loan requested by a Borrower in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone); or (d) a Loan (or part of a Loan) not being prepaid in accordance with a notice of prepayment given by a Borrower or the Company.

  • Tax Gross Up and Indemnities Definitions In this Agreement:

  • Liabilities and Indemnities The Sponsor shall indemnify the Participating Site and its Agents, against any reasonable claims, proceedings and related costs, expenses, losses, damages and demands to the extent they arise or result from the negligent acts or omissions of, or the wilful misconduct of the Sponsor, and/or contracted third party, in its performance of this Agreement or in connection with the Non-Interventional Study. The CRO shall indemnify the Participating Site and its Agents, against any reasonable claims, proceedings and related costs, expenses, losses, damages and demands to the extent they arise or result from the negligent acts or omissions of, or the wilful misconduct of the CRO, and/or contracted third party, in its performance of this Agreement or in connection with the Non-Interventional Study. The Sponsor and the CRO shall maintain all proper insurance arrangements to cover liabilities arising from their conduct in the Non-Interventional Study, in respect of any claims brought by or on behalf of a Non-Interventional Study Subject. The Sponsor and the CRO shall provide the Participating Site such evidence of their insurance maintained pursuant to clauses 5.1 and 5.2 as the Participating Site shall from time to time reasonably request. In no circumstances shall any Party be liable to another Party in contract, tort or delict (if the Participating Organisation is constituted in Scotland) (including negligence or breach of statutory duty) or otherwise howsoever arising or whatever the cause thereof, for any loss of profit, business, reputation, contracts, revenues or anticipated savings or for any special, indirect or consequential damage of any nature, which arises directly or indirectly from any default on the part of any other Party. Subject to Clauses 5.6 and 5.7 the Participating Organisation’s liability to the Sponsor and CRO arising out of or in connection with any breach of this Agreement or any act or omission of the Participating Organisation in connection with the performance of the Non-Interventional Study shall in no event exceed the amount of fees payable by the Sponsor or CRO to the Participating Organisation under this Agreement. [DELETE IF NOT APPLICABLE] In the case of equipment loaned to the Participating Organisation for the purposes of the Non-Interventional Study, the Participating Organisation’s liability for loss or damage to this equipment arising from its negligence shall exclude fair wear and tear and shall not exceed the value of the equipment. In respect of any wilful and/or deliberate breach by the Participating Organisation, or any breach of Clauses 6, 8, 10 or 11 the Participating Organisation’s liability to the Sponsor and CRO arising out of or in connection with the breach shall not exceed two times the value of the Agreement. Nothing in this Clause 5 shall operate so as to restrict or exclude the liability of any Party in relation to death or personal injury caused by the negligence or wilful misconduct of that Party or its Agents or employees, or to restrict or exclude any other liability of any Party that cannot be so restricted or excluded in law. Nothing in this Agreement will operate to limit or exclude any liability for fraud.

  • Insurance and Indemnities 15.1 The Service Provider shall maintain the following insurance for the duration of the contract: 15.2 The Service Provider shall hold and maintain the Required Insurances for a minimum of six (6) years following the expiration or earlier termination of the agreement.

  • Indemnities Purchaser shall indemnify, protect, save and keep harmless Seller and each of its respective successors, assigns, affiliates, and Seller’s and each of their respective officers, directors, shareholders, agents, employees, members, partners, contractors subcontractors, and suppliers, (collectively, the “Seller Indemnitees”) for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, any and all losses, costs, expenses, fees (including legal fees and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments of any kind and nature whatsoever (other than Taxes) (collectively, “Losses”), imposed on, incurred by or asserted against any Seller Indemnitee from and after the Delivery on the Delivery Date to the extent relating to or arising directly or indirectly out of or in any way connected with (i) the breach by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that such Losses are not attributable to (a) the gross negligence or wilful misconduct of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the Spares.

  • Tax Indemnities (a) From and after the Closing Date, the Seller shall indemnify and hold the Purchaser and each Pershing Company and their respective officers, directors, employees and agents harmless against any and all Taxes (except Taxes accrued on the Closing Balance Sheet): (i) imposed on or payable by any Pershing Company with respect to any taxable period or portion thereof that ends on or before the Closing Date (including, without limitation, any obligation to contribute to the payment of Taxes determined on a consolidated, combined or unitary basis with respect to a group of corporations that include any Pershing Company, and Taxes resulting from any Pershing Company ceasing to be a member of the Seller's affiliated group for US federal income Tax purposes); (ii) with respect to taxable periods beginning before the Closing Date and ending after the Closing Date (any such period, a "Straddle Period"), Taxes imposed on any Pershing Company which are allocable, pursuant to Section 7.01(b), to the portion of such period ending on the Closing Date; (iii) imposed on or payable by any Pershing Company with respect to any taxable period or portion thereof that ends on or before the Closing Date, including the pre-Closing portion of any Straddle Period because of a breach by the Seller of the representations and warranties set forth in Section 3.20(a) (in each case without giving effect to any qualifier regarding materiality or Material Adverse Effect); (iv) imposed because of a breach by the Seller of the representations and warranties set forth in Section 3.20(d) or 3.20(g) (in each case without giving effect to any qualifier regarding materiality or Material Adverse Effect); and (v) imposed on or payable by any Pershing Company with respect to payments made or information reporting obligations arising with respect to any payments or other reportable transactions that occurred in a period or a portion thereof that ends on or before the Closing Date because of a breach by the Seller of the representations and warranties set forth in Section 3.20(e) (without giving effect to any qualifier regarding materiality or Material Adverse Effect), provided, however, that Purchaser, the LLC and their respective Affiliates and successors shall fully cooperate with and take such reasonable actions as the Seller may reasonably request or as are otherwise reasonably necessary to mitigate the Seller's liability with respect to this clause (v).

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