Common use of Assignment and Transfer of Employees Clause in Contracts

Assignment and Transfer of Employees. Effective as of no later than the Effective Time and except as otherwise agreed by the Parties, (a) the applicable member of the Parent Group shall have taken such actions as are necessary to ensure that each individual who is intended to be an employee of the SpinCo Group as of immediately after the Effective Time (including any such individual who is not actively working as of the Effective Time as a result of an illness, injury or leave of absence approved by the Parent Human Resources department or otherwise taken in accordance with applicable Law, but excluding any individual on leave for long-term disability as of the Effective Time) (collectively, the “SpinCo Employees”) is employed by a member of the SpinCo Group as of immediately after the Effective Time and (b) the applicable member of the Parent Group shall have taken such actions as are necessary to ensure that each individual who is intended to be an employee of the Parent Group as of immediately after the Effective Time (including any such individual who is not actively working as of the Effective Time as a result of an illness, injury or leave of absence approved by the Parent Human Resources department or otherwise taken in accordance with applicable Law and any individual on leave for long-term disability as of the Effective Time) and any other individual employed by the Parent Group as of the Effective Time who is not a SpinCo Employee (collectively, the “Parent Employees”) is employed by a member of the Parent Group as of immediately after the Effective Time. Each of the Parties agrees to execute, and to seek to have the applicable Employees execute, such documentation, if any, as may be necessary to reflect such assignment and/or transfer.

Assignment and Transfer of Employees. Effective as of no later than the Effective Time and except Except as otherwise agreed to by the Parties, (ai) the applicable member of the Parent Group shall have taken such actions as are necessary to ensure that each individual who is intended to be an employee of the SpinCo Group as of immediately after the Effective Time (including any such individual who is not actively working as of the Effective Time as a result of an illness, injury or an approved leave of absence approved by the Parent Human Resources department or otherwise taken in accordance with applicable Law, but excluding any individual on leave for long-term disability as of the Effective Timeabsence) (collectively, the “SpinCo Group Employees”) is employed by a member of the SpinCo Group as of immediately after prior to the Effective Time Time, and (bii) the applicable member of the Parent Group shall have taken such actions as are necessary to ensure that each individual who is intended to be an employee of the Parent Group as of immediately after the Effective Time (including any such individual who is not actively working as of the Effective Time as a result of an illness, injury or an approved leave of absence approved by the Parent Human Resources department or otherwise taken in accordance with applicable Law and any individual on leave for long-term disability as of the Effective Timeabsence) and any other individual employed by the Parent Group as of the Effective Time who is not a SpinCo Group Employee (collectively, the “Parent Group Employees”) is employed by a member of the Parent Group as of immediately after prior to the Effective Time. Each of the Parties agrees to execute, and to seek to have the applicable Employees execute, such documentation, if any, as may be necessary to reflect such assignment and/or transfer.

Assignment and Transfer of Employees. Effective as of no later than immediately prior to the Effective Time Operational Separation Date and except as otherwise required by applicable Law or agreed by the Parties, (ai) the applicable member of the Parent Group shall have taken such actions as are necessary to ensure that each individual who is intended to be an employee of the SpinCo Spinco Group as of immediately after the Effective Time Operational Separation Date (including any such individual who is not actively working as of the Effective Time Operational Separation Date as a result of an illness, injury or approved leave of absence approved by the Parent Human Resources department (or leave of absence otherwise taken in accordance with applicable Law, but excluding any individual on leave for long-term disability as of the Effective Time) (collectively, the “SpinCo Spinco Group Employees”)) is employed by a member of the SpinCo Spinco Group as of immediately after the Effective Time Operational Separation Date, and (bii) the applicable member of the Parent Group shall have taken such actions as are necessary to ensure that each individual who is intended to be an employee of the Parent Group as of immediately after the Effective Time Operational Separation Date (including any such individual who is not actively working as of the Effective Time Operational Separation Date as a result of an illness, injury or approved leave of absence approved by the Parent Human Resources department (or leave of absence otherwise taken in accordance with applicable Law and any individual on leave for long-term disability as of the Effective TimeLaw)) and any other individual employed by the Parent Group as of the Effective Time Operational Separation Date who is not a SpinCo Spinco Group Employee (collectively, the “Parent Group Employees”) is employed by a member of the Parent Group as of immediately after the Effective TimeOperational Separation Date. Each of the Parties agrees to execute, and to seek to have the applicable Employees execute, such documentation, if any, as may be necessary to reflect such assignment and/or transfer.

Assignment and Transfer of Employees. Effective as of no later than immediately prior to the Effective Time Operational Separation Date and except as otherwise required by applicable Law or agreed by the Parties, (ai) the applicable member of the Parent Group shall have taken such actions as are necessary to ensure that each individual who is intended to be an employee of the SpinCo UpstreamCo Group as of immediately after the Effective Time Operational Separation Date (including any such individual who is not actively working as of the Effective Time Operational Separation Date as a result of an illness, injury or approved leave of absence approved by the Parent Human Resources department (or leave of absence otherwise taken in accordance with applicable Law, but excluding any individual on leave for long-term disability as of the Effective Time) (collectively, the “SpinCo UpstreamCo Group Employees”) is employed by a member of the SpinCo UpstreamCo Group as of immediately after the Effective Time Operational Separation Date, and (bii) the applicable member of the Parent Group shall have taken such actions as are necessary to ensure that each individual who is intended to be an employee of the Parent Group as of immediately after the Effective Time Operational Separation Date (including any such individual who is not actively working as of the Effective Time Operational Separation Date as a result of an illness, injury or approved leave of absence approved by the Parent Human Resources department (or leave of absence otherwise taken in accordance with applicable Law and any individual on leave for long-term disability as of the Effective TimeLaw) and any other individual employed by the Parent Group as of the Effective Time Operational Separation Date who is not a SpinCo an UpstreamCo Group Employee (collectively, the “Parent Group Employees”) is employed by a member of the Parent Group as of immediately after the Effective TimeOperational Separation Date. Each of the Parties agrees to execute, and to seek to have the applicable Employees execute, such documentation, if any, as may be necessary to reflect such assignment and/or transfer.

Assignment and Transfer of Employees. Effective as of no later than immediately prior to the Effective Time Operational Separation Date and except as otherwise required by applicable Law or agreed by the Parties, (ai) the applicable member of the Parent Group shall have taken such actions as are necessary to ensure that each individual who is intended to be an employee of the SpinCo UpstreamCo Group as of immediately after the Effective Time Operational Separation Date (including any such individual who is not actively working as of the Effective Time Operational Separation Date as a result of an illness, injury or approved leave of absence approved by the Parent Human Resources department (or leave of absence otherwise taken in accordance with applicable Law, but excluding any individual on leave for long-term disability as of the Effective Time) (collectively, the “SpinCo UpstreamCo Group Employees”) is employed by a member of the SpinCo UpstreamCo Group as of immediately after the Effective Time Operational Separation Date, and (bii) the applicable member of the Parent Group shall have taken such actions as are necessary to ensure that each individual who is intended to be an employee of the Parent Group as of immediately after the Effective Time Operational Separation Date (including any such individual who is not actively working as of the Effective Time Operational Separation Date as a result of an illness, injury or approved leave of absence approved by the Parent Human Resources department (or leave of absence otherwise taken in accordance with applicable Law and any individual on leave for long-term disability as of the Effective TimeLaw) and any other individual employed by the Parent Group as of the Effective Time Operational Separation Date who is not a SpinCo an UpstreamCo Group Employee (collectively, the “Parent Group Employees”) is employed by a member of the Parent Group as of immediately after the Effective Time. Each of the Parties agrees to execute, and to seek to have the applicable Employees execute, such documentation, if any, as may be necessary to reflect such assignment and/or transfer.the