TUPE EXIT PROVISION Clause Samples

TUPE EXIT PROVISION. 18.1 The Customer shall determine whether or not based upon a reasonable assessment of the facts a Service Transfer is a situation to which TUPE and/or the Acquired Rights Directive may apply. In circumstances where it is so reasonably determined, it is agreed the Customer or a Replacement Supplier would inherit liabilities in respect of employees of the Supplier or any Sub-Contractor engaged in the provision of the Services and, accordingly, the provisions in this Clause 18 shall apply. 18.2 The Customer and the Supplier will proceed on the basis that the commencement of the provision of the Services by the Replacement Supplier under a replacement contract will be a “Relevant Transfer” to which TUPE and/or the Acquired Rights Directive will apply. The Customer and the Supplier further agree that, as a result of the operation of TUPE, the contracts of employment between the Supplier and the Transferring Supplier Employees (except in relation to any contract terms relating to occupational pension schemes) will have effect from the Service Transfer Date as if originally made between the Replacement Supplier and each such Transferring Supplier Employee. 18.3 The Supplier shall, and shall procure that any Sub-Contractor shall,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 and any necessary apportionments in respect of any periodic payments due to them will be made. The Supplier shall indemnify the Customer for itself and on behalf of any Replacement Supplier against all Employee Liabilities arising from the Supplier's, or any Sub-Contractor's, failure to perform and discharge any such obligation. 18.4 The Supplier shall indemnify the Customer for itself and on behalf of any Replacement Supplier against any Employee Liabilities in respect of the Transferring Supplier Employees arising from or as a result of: 18.4.1 any act or omission by the Supplier or any Sub-Contractor occurring on or before the Service Transfer Date; 18.4.2 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; 18.4.3 any claim made by or in respect of a Transferring Supplier Employee or any appropriate employee representative (as define...