TUPE Regulations Sample Clauses

TUPE Regulations. Unless specifically agreed otherwise in any relevant LCA or applicable SOW, Client and UST agree that the entry into this Agreement or any SOW, including their performance or extension, is not intended for the purposes of the Transfer of Undertakings (Protection of Employment) Regulations 2006 as amended from time to time (“Regulations”) to constitute a “relevant transfer” to UST of any employees or any contractor employed or engaged by Client, its Affiliates or any third party in providing services similar to the Services (“Client Contractor”)). If, however, a contract of employment between a Client, its Affiliates or any Client Contractor and any person has effect, pursuant to the Regulations, as if originally made between UST and such person, or if a claim is made to such effect, UST may terminate such contract. Client shall indemnify and keep indemnified UST against all and any costs (including any legal costs), expenses, liabilities, damages and losses suffered or incurred by UST arising out of or in connection with the employment or termination of employment of any such person(whether before or up to 3 months after any such transfer) and any other claim made by or in respect of any such person for which it is alleged UST may be liable by virtue of application or the alleged application the Regulations to this Agreement or any SOW, including their performance or extension.

TUPE Regulations. 8.1. BRIDGEHEAD and the Customer do not consider or intend that the TUPE Regulations apply as a result of entering into this Agreement.

TUPE Regulations. 8.1 The Customer and the Company agree and acknowledge that the contracts of employment between the Customer and the Employees (save insofar as such relate to any pension scheme) shall transfer to the Company pursuant to the TUPE Regulations and will have effect after the Commencement Date as if originally made between the Company and the Employees. 8.2 At the Commencement Date, the Customer will deliver to the Company, the Employees’ employment records. 8.3 The Customer will indemnify the Company and keep it indemnified in full against:- 8.3.1 any action or claim against the Company in connection with the termination of the employment of any of the Employees by the Customer up to the Commencement Date or of any other employees of the Customer whether before or after the Commencement Date and against any costs, damages, fines, judgments, expenses and liability whatsoever (including legal and other professional fees and expenses) suffered or incurred, directly or indirectly, in relation to any such action or claim; a 8.3.2 all actions, proceedings, costs, claims, demands, awards, fines, orders, expenses and liability whatsoever (including legal and other professional fees and expenses) arising, directly or indirectly, in connection with the employment of the Employees up to the Commencement Date by the Customer or any other person including any claim by any of the Employees arising or alleged to arise wholly or partly from any act or omission of the Customer and any claim by any person or persons arising wholly or partly from any act or omission of the Customer and any claim by any person arising wholly or partly from any act or omission of any of the Employees or persons employed by the Customer. 8.3.3 all salaries, wages, bonuses and other emoluments, all statutory contributions and all income tax deductible under PAYE for which the Customer is accountable, all employer's contributions to the Customer’s pension and insurance scheme or schemes (if any) and all other employment costs and holiday pay (including any accrued holiday pay) in respect of any person or persons now or formerly employed (or deemed to be employed) by the Customer. 8.3.4 In the event of all or any of the staff being or becoming, whether during or upon termination of this contract, redundant and being dismissed by us by reason thereof, and regardless of whether that dismissal is subsequently found to be fair or not, then the client will fully indemnify us in respect of any redundancy, ...

TUPE Regulations. 12.1. The Parties agree that they do not anticipate there being any transfer of employment for the purposes of the TUPE Regulations or otherwise as a result of the commencement of the Services, or as a result of the cessation of the Services for any reason. 12.2. Notwithstanding clause 12.1, if in the reasonable view of either Party, having regard to all the circumstances that they are or reasonably should be aware of, there is or may be a relevant transfer for the purpose of the TUPE Regulations as a result of the commencement of the Services: 12.2.1. Supplier will inform UP3 fully and in a timely manner of any employees who may have rights to transfer under the TUPE Regulations; 12.2.2. both Parties will fully comply with their consultation obligations under the TUPE Regulations and each Party will co-operate with the other in this regard; and 12.2.3. subject to clauses 12.2.1 and 12.2.2, Customer hereby indemnifies and shall keep indemnified UP3 against any and all Losses in connection with any Claim made by or on behalf of any employee or former employee of Customer or of any Customer Consultant or former Customer Consultant arising out of or in connection with the operation of the TUPE Regulations and the transfer of any liabilities to UP3 due to the operation of the TUPE Regulations. 12.3. Notwithstanding clause 12.1, if in the reasonable view of either Party, having regard to all the circumstances that they are or reasonably should be aware of, there is or may be a relevant transfer for the purpose of the TUPE Regulations as a result of the cessation of the Services: 12.3.1. UP3 will inform Supplier fully and in a timely manner of any employees who may have rights to transfer under the TUPE Regulations; 12.3.2. both Parties will fully comply with their consultation obligations under the TUPE Regulations and each Party will co-operate with the other in this regard; and 12.3.3. subject to clauses 12.3.1 and 12.3.2, UP3 hereby indemnifies and shall keep indemnified Supplier against any and all Losses in connection with any Claim made by or on behalf of any employee or former employee of UP3 or of any UP3 Service Provider arising out of or in connection with the operation of the TUPE Regulations and the transfer of any liabilities in relation to any such employee or former employee to Supplier due to the operation of the TUPE Regulations. 12.4. The provisions of clauses 13.2 and 13.3.1 (but not, for the avoidance of doubt, clause 13.3.2) shall apply to ...

TUPE Regulations. 7.1. PAYPLUS and the Customer do not consider or intend that the TUPE Regulations apply as a result of entering into this Agreement. 7.2. If for any reason the TUPE Regulations do apply the Customer shall indemnify and keep PAYPLUS indemnified against all and any claims, costs, expenses, awards, or liabilities (including without limitation legal expenses and other professional fees) whatsoever and howsoever arising, incurred or suffered by PAYPLUS arising directly or indirectly from the application of the TUPE Regulations to this Agreement in relation to a transferring employee.

TUPE Regulations. (i) The Buyer and the Sellers intend and agree that the sale and purchase of the Transferred Assets that constitute the UK Asset Class pursuant to this Agreement will constitute a relevant transfer for the purposes of the TUPE Regulations and, accordingly, that at the Closing Date applicable to the UK Asset Class, the contracts of employment of the UK Employees who remain in employment with an Asset Seller immediately prior to such Closing Date will, excluding any provisions of an occupational pension scheme which relate to benefits for old age, invalidity or survivors (within the meaning given to those terms under regulation 10 of the TUPE Regulations), transfer to the Buyer (or, subject to Section 13.8, an Affiliate of the Buyer) by operation of Law under the TUPE Regulations. (ii) The Asset Seller of the UK Asset Class shall provide the Buyer with all such information relating to the UK Employees as set out in regulation 11 of the TUPE Regulations, no later than the earlier to occur of 15 Business Days after the date of this Agreement and such time as is specified in that regulation. (iii) Subject to the Asset Seller of the UK Asset Class’s compliance with Section 6.1(m)(ii), the Buyer shall provide the Company and the Asset Seller of the UK Asset Class with such information relating to the UK Employees on a timely basis as may be required by regulation 13(4) of the TUPE Regulations. (iv) The Sellers shall be responsible for all salaries, wages, commissions, contractual incentive payments, contractual bonuses and employer insurance contributions made to or on behalf of an employee and Taxes relating to the Transferred UK Employees (“UK Employment Costs”) to the extent that any such UK Employment Cost accrues prior to the Closing Date applicable to the UK Asset Class and the Buyer shall be responsible for UK Employment Costs that accrue thereafter. That parties agree that all necessary apportionments shall be made to give effect to this Section 6.1(m)). (v) The Buyer shall comply with in all material respects its obligations under the Pensions Xxx 0000 in relation to pension provision for the Transferred UK Employees. (vi) The Buyer and the Sellers shall cooperate regarding the information and consultation requirements of the TUPE Regulations and the Sellers shall procure that the Buyer and its Affiliates shall be permitted to attend meetings and issue communications to the UK Employees or their representatives. (vii) The Buyer shall have the obligation ...

TUPE Regulations. 12.1. Customer warrants, undertakes and represents to UP3 that the conditions set out in paragraph 3(3)(a) of the TUPE Regulations shall not apply and accordingly that there shall be no relevant transfer, for the purposes of the TUPE Regulations or otherwise, consequent on or as a result of the execution of this Agreement or the commencement of the Services. 12.2. UP3 warrants, undertakes and represents to Customer that the conditions set out in paragraph 3(3)(a) of the TUPE Regulations shall not apply and accordingly that there shall be no relevant transfer, for the purposes of the TUPE Regulations, or otherwise consequent on or as a result of the expiry or termination of this Agreement or the cessation of the Services.

TUPE Regulations. The parties acknowledge and agree that the sale and purchase pursuant to this Agreement will constitute a ‘relevant transfer’ for the purposes of the TUPE Regulations and, accordingly, that it will not operate so as to terminate the contracts of employment of any of the UK Employees but such contracts shall be transferred to the Buyer by operation of the TUPE Regulations with effect from Closing. The Buyer will (a) immediately following the execution of this Agreement provide the Sellers with a letter, addressed to Xxxxxx Systems Limited, confirming the measures (if any) that the UK Buyer envisages taking in relation to any UK Employees, and (b) use commercially reasonable efforts to provide Sellers with any information as may be necessary to enable the UK Seller to comply with its duty to inform and consult under Regulation 13 of the TUPE Regulations and otherwise use commercially reasonable efforts to provide the Sellers and the UK Seller with such reasonable assistance and cooperation as the Sellers may reasonably require to fulfill their obligations to the UK Employees under the TUPE Regulations. The Buyer and the Sellers shall cooperate regarding the applicable information and consultation requirements of the TUPE Regulations and the UK Seller shall use its commercially reasonable efforts to conduct a UK information and consultation process that is as full and fair as is reasonably practicable within the time available, taking account of the fact that the TUPE information and consultation process will conclude on or before Closing.

TUPE Regulations. 14.1. The Parties agree that the TUPE Regulations do not apply to any employees of either Party provided that if by operation of law the TUPE Regulations do apply in respect of: any employees or third parties engaged by Client, Client hereby indemnifies CSI on a full indemnity basis for all costs, liabilities and losses (including legal costs) of CSI in respect of such Client employees and any TUPE Regulations employment claims, including the costs of employment and termination thereof by CSI; any employees or third parties engaged by CSI, CSI hereby indemnifies Client on a full indemnity basis for all costs, liabilities and losses (including legal costs) of Client in respect of such third parties and any TUPE Regulations employment claims, including the costs of employment and termination thereof by Client. 15.1. With respect to any Third Party Software supplied by CSI under this Agreement, CSI grants a sub-licence of such third-party software to Client on the same terms and conditions (mutatis mutandis) as CSI licenses the Third Party Software from the third party. 15.2. CSI warrants that, during the Software Warranty Period, with respect to each item of the Software which is delivered by CSI and properly installed and operated on the hardware products or other equipment for which it is originally licensed: the media on which the Software is furnished will be free of defects in materials and workmanship under normal use; and the Software will substantially conform to its published specifications. 15.3. If there is a defect or non-conformity covered by the warranty in Clause 15.2, Client’s sole remedy against CSI will be, at CSI’s option, to refund the purchase price paid by Client for any defective Software, or to replace any defective media with software which substantially conforms to CSI’s applicable published specifications. Client assumes responsibility for the selection of the appropriate application programs and associated reference materials. 15.4. CSI makes no warranty that: its Software will work in combination with any hardware or application software products provided by third parties, the operation of the Software will be uninterrupted or error free, or all defects in the Software will be corrected. 15.5. For any third party products listed as being compatible in the Order or specifications, CSI will make reasonable efforts to provide compatibility, except where the non-compatibility is caused by a “bug” or defect in the third-party’s produc...

TUPE Regulations. The Parties consider that the commencement, operation, termination or expiration of the Card Program or Services pursuant to this UK Addendum will not give rise to a transfer of an undertaking or part of any undertaking for the purposes of the Transfer of Undertaking (Protection of Employment) Regulations 2006 (“TUPE Regulations”). Accordingly, each Party (in this clause, an "Indemnifying Party") shall indemnify and keep indemnified the other (in this clause, an "Indemnified Party") on demand from and against all Damages payable by the Indemnified Party as a result of any Claim brought against the Indemnified Party by an employee or other personnel employed or engaged by the Indemnifying Party who alleges that he or she should have transferred to the employment of the Indemnified Party as a result of UK Card Program or UK Services, its operation, termination or expiration in accordance with the TUPE Regulations.