Common use of ENTRY PROVISIONS Clause in Contracts

ENTRY PROVISIONS. 2.1 This paragraph 2 and the definitions “Entry Transfer Date”, “Entry Transferring Employees” and “Existing Supplier” (together, the TUPE Entry Terms) shall only apply where Section 3E of the Cover Sheet expressly states that the TUPE Entry Terms shall apply in respect of this Agreement. 2.2 The Parties acknowledge that, on the Entry Transfer Date, the Entry Transferring Employees will transfer from UCL and any Existing Supplier to Supplier and the Parties acknowledge and agree that they consider TUPE will apply, with the effect of transferring the contracts of employment (save for any rights and liabilities relating to occupational pension schemes which relate to benefits for old age, invalidity or survivors) of the Entry Transferring Employees to Supplier on the Entry Transfer Date (Entry Transfer). 2.3 The Parties agree that they will fully comply with their obligations under TUPE (including their respective obligations to inform and consult) in respect of the Entry Transfer. 2.4 UCL shall indemnify Supplier from and against any and all Employment Liabilities in relation to the Entry Transferring Employees arising as a result of any act or omission of UCL and in respect of or in relation to the period up to the Entry Transfer Date unless such failure is caused by Supplier's failure to comply with its obligations under regulation 13(4) of TUPE. 2.5 Supplier shall indemnify UCL from and against any and all Employment Liabilities: (a) in relation to the Entry Transferring Employees arising as a result of any act or omission by Supplier and/or any of Supplier’s Associated Entities and in respect of, or in relation to, the period on or after the Entry Transfer Date; (b) arising from any proceeding, claim or demand in relation to any failure by Supplier and/or any of Supplier’s Associated Entities to comply with its obligations under regulation 13(4) of TUPE; and (c) arising from any proceeding, claim or demand in the relation to the termination of employment of any employee who would otherwise have been an Entry Transferring Employee who has objected to the transfer under regulation 4(7) of TUPE in response to any change or proposed change by Supplier or any of Supplier’s Associated Entities. 2.6 Supplier shall procure that its employees, agents and successors in title shall promptly: (a) take such action in connection with Employment Liabilities as UCL shall from time-to-time reasonably request; (b) provide free of charge all such assistance and information as UCL may reasonably request relating to the Employment Liabilities to enable the Employment Liabilities to be pursued; (c) subject to any restriction imposed by law, provide UCL, its legal and other advisers with access to all documents, records or other information held by Supplier relating to the Employment Liabilities; (d) provide UCL and/or its professional advisers and experts with access from time to time to such members of staff as may be necessary to assist UCL with the preparation of its cases in relation to the Employment Liabilities; (e) permit and require such employees as UCL and/or its professional advisers may reasonably request to meet with UCL and/or its legal advisers in normal working hours to prepare witness statements for trial, attend meetings with counsel or experts and/or to attend any court hearing or trial in connection with the Employment Liabilities for so long and as frequently as UCL and/or its legal or other professional advisers may reasonably require; (f) provide such other assistance as UCL may reasonably request in order to ensure the due and timely prosecution of the Employment Liabilities; (g) resist in connection with the Employment Liabilities any request for documents, information, access to relevant premises or to employees of the business by any third party without first informing UCL and obtaining its agreement to any approval of the request; and (h) preserve and not waive legal professional privilege or any other privilege attaching to any of the documents or other information relating to the Employment Liabilities in their possession without first obtaining UCL’s consent to such waiver, such consent not to be unreasonably withheld.