Common use of Assignment by Parent Clause in Contracts

Assignment by Parent. To the extent necessary, Parent shall assign, or cause an applicable member of the Parent Group to assign, to UpstreamCo or another member of the UpstreamCo Group, as designated by UpstreamCo, all Individual Agreements, with such assignment to be effective as of the Operational Separation Date; provided, however, that to the extent that assignment of any such Individual Agreement is not permitted by the terms of such agreement or by applicable Law, effective as of the Operational Separation Date, each member of the UpstreamCo Group shall be considered to be a successor to each member of the Parent Group for purposes of, and a third-party beneficiary with respect to, such Individual Agreement, such that each member of the UpstreamCo Group shall enjoy all of the rights and benefits under such agreement (including rights and benefits as a third-party beneficiary), with respect to the business operations of the UpstreamCo Group; provided, further, that in no event shall Parent be permitted to enforce any Individual Agreement (including any agreement containing noncompetition or nonsolicitation covenants) against an UpstreamCo Group Employee or a Former UpstreamCo Group Employee for action taken in such individual’s capacity as an UpstreamCo Group Employee or a Former UpstreamCo Group Employee.