Common use of Adelphia Employees Clause in Contracts

Adelphia Employees. (i) If the Closing occurs on the same date as the Adelphia Closing, then this Section 3.1(o)(i) shall govern the treatment of Adelphia Employees. Each Adelphia Employee who on or immediately prior to the Adelphia Closing and the Closing Date was primarily employed in connection with the TWC/Adelphia Systems (each, a “TWC/Adelphia Employee”) shall become an employee of the Comcast Group on the Closing Date. For the avoidance of doubt, each covenant made by the TWC Group in the TWC/Adelphia Purchase Agreement in respect of the Adelphia Employees employed in the TWC/Adelphia Systems as of the Closing Date shall be deemed to be a TWC/Adelphia Assumed Liability. Each Adelphia Employee who on or immediately prior to the Adelphia Closing and the Closing Date was primarily employed in connection with the Comcast/Adelphia Systems (each, a “Comcast/Adelphia Employee”) shall become an employee of the TWC Group on the Closing Date. For the avoidance of doubt, each covenant made by the Comcast Group in the Comcast/Adelphia Purchase Agreement in respect of the Adelphia Employees employed in the Comcast/Adelphia Systems as of the Closing Date shall be deemed to be a Comcast/Adelphia Assumed Liability. (ii) If the Closing does not occur on the same date as the Adelphia Closing: (A) (x) all current TWC/Adelphia Employees, (excluding those on long-term disability) shall become employees of the Comcast Group on the Closing Date and (y) all current Comcast/Adelphia Employees (excluding those on long-term disability) shall become employees of the TWC Group on the Closing Date. Transferor Parent shall take or cause to be taken such actions as are reasonably necessary to effectuate this transfer of employment. The parties hereto shall not take any action that would interfere with such employees becoming employed by the Comcast Group or the TWC Group, as applicable, on the Closing Date, unless (and only to the extent) such action is required by the relevant Adelphia Purchase Agreement or is otherwise permitted under this Article 3 or Section 6.2(s); and (B) Transferor Parent shall deliver to Transferee Parent true and complete copies of each employment, bonus, severance, termination or other agreement entered into by, or any plan, program, policy or arrangement covering, any Adelphia Employee who becomes employed by Transferee Parent or its Affiliates as provided in clause (A) above on the Closing Date (other than a Comcast Benefit Plan or TWC Benefit Plan, as applicable). (iii) If the Closing does not occur on the same date as the Adelphia Closing, (a) with respect to any TWC/Adelphia Employee, the amount of any severance or termination pay or benefits incurred by the TWC Group in connection with a termination of employment of any such employee following the Adelphia Closing and prior to the Closing (other than any severance incurred as a result of (x) the TWC Group’s failure to comply with the requirement to offer employment on the terms set forth in Section 5.8(a) of the TWC/Adelphia Purchase Agreement, except if such failure to comply is as a result of Comcast’s express instruction to TWC to not offer employment under such Section 5.8(a) or to offer employment on a basis not in compliance with such Section 5.8(a) or (y) TWC Group’s failure to comply with Section 6.2(s) hereof) shall be deemed to be a Current Asset of the relevant TWC/Adelphia Newco; and (b) with respect to any Comcast/Adelphia Employee, the amount of any severance or termination pay or benefits incurred by the Comcast Group in connection with a termination of employment of any such employee following the Adelphia Closing and prior to the Closing (other than any severance incurred as a result of (x) the Comcast Group’s failure to comply with the requirement to offer employment on the terms set forth in Section 5.5(a) of the Comcast/Adelphia Purchase Agreement, except if such failure to comply is as a result of TWC’s express instruction to Comcast to not offer employment under such Section 5.5(a) or to offer employment on a basis not in compliance with such Section 5.5(a) or (y) Comcast Group’s failure to comply with Section 6.2(s) hereof) shall be deemed to be a Current Asset of the relevant Comcast/Adelphia Newco.

Adelphia Employees. (i) If the Closing occurs on the same date as the Adelphia Closing, then this Section 3.1(o)(i3.1(o) (i) shall govern the treatment of Adelphia Employees. Each Adelphia Employee who on or immediately prior to the Adelphia Closing and the Closing Date was primarily employed in connection with the TWC/Adelphia Systems (each, a “"TWC/Adelphia Employee”") shall become an employee of the Comcast Group on the Closing Date. For the avoidance of doubt, each covenant made by the TWC Group in the TWC/Adelphia Purchase Agreement in respect of the Adelphia Employees employed in the TWC/Adelphia Systems as of the Closing Date shall be deemed to be a TWC/Adelphia Assumed Liability. Each Adelphia Employee who on or immediately prior to the Adelphia Closing and the Closing Date was primarily employed in connection with the Comcast/Adelphia Systems (each, a “"Comcast/Adelphia Employee”") shall become an employee of the TWC Group on the Closing Date. For the avoidance of doubt, each covenant made by the Comcast Group in the Comcast/Adelphia Purchase Agreement in respect of the Adelphia Employees employed in the Comcast/Adelphia Systems as of the Closing Date shall be deemed to be a Comcast/Adelphia Assumed Liability. (ii) If the Closing does not occur on the same date as the Adelphia Closing: (A) (x) all current TWC/Adelphia Employees, (excluding those on long-term disability) shall become employees of the Comcast Group on the Closing Date and (y) all current Comcast/Adelphia Employees (excluding those on long-term disability) shall become employees of the TWC Group on the Closing Date. Transferor Parent shall take or cause to be taken such actions as are reasonably necessary to effectuate this transfer of employment. The parties hereto shall not take any action that would interfere with such employees becoming employed by the Comcast Group or the TWC Group, as applicable, on the Closing Date, unless (and only to the extent) such action is required by the relevant Adelphia Purchase Agreement or is otherwise permitted under this Article 3 or Section 6.2(s); and (B) Transferor Parent shall deliver to Transferee Parent true and complete copies of each employment, bonus, severance, termination or other agreement entered into by, or any plan, program, policy or arrangement covering, any Adelphia Employee who becomes employed by Transferee Parent or its Affiliates as provided in clause (A) above on the Closing Date (other than a Comcast Benefit Plan or TWC Benefit Plan, as applicable). (iii) If the Closing does not occur on the same date as the Adelphia Closing, (a) with respect to any TWC/Adelphia Employee, the amount of any severance or termination pay or benefits incurred by the TWC Group in connection with a termination of employment of any such employee following the Adelphia Closing and prior to the Closing (other than any severance incurred as a result of (x) the TWC Group’s 's failure to comply with the requirement to offer employment on the terms set forth in Section 5.8(a) of the TWC/Adelphia Purchase Agreement, except if such failure to comply is as a result of Comcast’s 's express instruction to TWC to not offer employment under such Section 5.8(a) or to offer employment on a basis not in compliance with such Section 5.8(a) or (y) TWC Group’s 's failure to comply with Section 6.2(s) hereof) shall be deemed to be a Current Asset of the relevant TWC/Adelphia Newco; and (b) with respect to any Comcast/Adelphia Employee, the amount of any severance or termination pay or benefits incurred by the Comcast Group in connection with a termination of employment of any such employee following the Adelphia Closing and prior to the Closing (other than any severance incurred as a result of (x) the Comcast Group’s 's failure to comply with the requirement to offer employment on the terms set forth in Section 5.5(a) of the Comcast/Adelphia Purchase Agreement, except if such failure to comply is as a result of TWC’s 's express instruction to Comcast to not offer employment under such Section 5.5(a) or to offer employment on a basis not in compliance with such Section 5.5(a) or (y) Comcast Group’s 's failure to comply with Section 6.2(s) hereof) shall be deemed to be a Current Asset of the relevant Comcast/Adelphia Newco.

Adelphia Employees. (i) If the Closing occurs on the same date as the Adelphia Closing, then this Section 3.1(o)(i) shall govern the treatment of Adelphia Employees. Each Adelphia Employee who on or immediately prior to the Adelphia Closing and the Closing Date was primarily employed in connection with the TWC/Adelphia Systems (each, a “"TWC/Adelphia Employee”") shall become an employee of the Comcast Group on the Closing Date. For the avoidance of doubt, each covenant made by the TWC Group in the TWC/Adelphia Purchase Agreement in respect of the Adelphia Employees employed in the TWC/Adelphia Systems as of the Closing Date shall be deemed to be a TWC/Adelphia Assumed Liability. Each Adelphia Employee who on or immediately prior to the Adelphia Closing and the Closing Date was primarily employed in connection with the Comcast/Adelphia Systems (each, a “"Comcast/Adelphia Employee”") shall become an employee of the TWC Group on the Closing Date. For the avoidance of doubt, each covenant made by the Comcast Group in the Comcast/Adelphia Purchase Agreement in respect of the Adelphia Employees employed in the Comcast/Adelphia Systems as of the Closing Date shall be deemed to be a Comcast/Adelphia Assumed Liability. (ii) If the Closing does not occur on the same date as the Adelphia Closing: (A) (x) all current TWC/Adelphia Employees, (excluding those on long-term disability) shall become employees of the Comcast Group on the Closing Date and (y) all current Comcast/Adelphia Employees (excluding those on long-term disability) shall become employees of the TWC Group on the Closing Date. Transferor Parent shall take or cause to be taken such actions as are reasonably necessary to effectuate this transfer of employment. The parties hereto shall not take any action that would interfere with such employees becoming employed by the Comcast Group or the TWC Group, as applicable, on the Closing Date, unless (and only to the extent) such action is required by the relevant Adelphia Purchase Agreement or is otherwise permitted under this Article 3 or Section 6.2(s); and (B) Transferor Parent shall deliver to Transferee Parent true and complete copies of each employment, bonus, severance, termination or other agreement entered into by, or any plan, program, policy or arrangement covering, any Adelphia Employee who becomes employed by Transferee Parent or its Affiliates as provided in clause (A) above on the Closing Date (other than a Comcast Benefit Plan or TWC Benefit Plan, as applicable). (iii) If the Closing does not occur on the same date as the Adelphia Closing, (a) with respect to any TWC/Adelphia Employee, the amount of any severance or termination pay or benefits incurred by the TWC Group in connection with a termination of employment of any such employee following the Adelphia Closing and prior to the Closing (other than any severance incurred as a result of (x) the TWC Group’s failure to comply with the requirement to offer employment on the terms set forth in Section 5.8(a) of the TWC/Adelphia Purchase Agreement, except if such failure to comply is as a result of Comcast’s express instruction to TWC to not offer employment under such Section 5.8(a) or to offer employment on a basis not in compliance with such Section 5.8(a) or (y) TWC Group’s failure to comply with Section 6.2(s) hereof) shall be deemed to be a Current Asset of the relevant TWC/Adelphia Newco; and (b) with respect to any Comcast/Adelphia Employee, the amount of any severance or termination pay or benefits incurred by the Comcast Group in connection with a termination of employment of any such employee following the Adelphia Closing and prior to the Closing (other than any severance incurred as a result of (x) the Comcast Group’s failure to comply with the requirement to offer employment on the terms set forth in Section 5.5(a) of the Comcast/Adelphia Purchase Agreement, except if such failure to comply is as a result of TWC’s express instruction to Comcast to not offer employment under such Section 5.5(a) or to offer employment on a basis not in compliance with such Section 5.5(a) or (y) Comcast Group’s failure to comply with Section 6.2(s) hereof) shall be deemed to be a Current Asset of the relevant Comcast/Adelphia Newco.