Common use of Assignment by Parent Clause in Contracts

Assignment by Parent. SpinCo as Successor. Parent shall assign, or cause an applicable member of the Parent Group to assign, to SpinCo or another member of the SpinCo Group, as designated by SpinCo, all Individual Agreements with a SpinCo Employee or Former SpinCo Employee that Parent determines reasonably appropriate to be assigned to a member of the SpinCo Group (a non-exclusive list of such Individual Agreements is set forth on Schedule 2.04(a)), with such assignment to be effective as of no later than the Effective Time; 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 Effective Time, each member of the SpinCo 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, each such Individual Agreement, along with any other Individual Agreement that Parent determines reasonable and appropriate for any member of the SpinCo Group to be considered to be a successor in interests to Parent, such that each member of the SpinCo Group shall enjoy all of the rights and benefits under any of the foregoing Individual Agreements (including rights and benefits as a third-party beneficiary) with respect to the business operations of the SpinCo Group as succeeding as the business operations of Parent to the extent applicable; provided, further, that in no event shall Parent be permitted to enforce any non-competition covenant contained in any Individual Agreement against a SpinCo Employee or Former SpinCo Employee for action taken in such individual’s capacity as a SpinCo Employee or Former SpinCo Employee, other than on behalf of SpinCo Group as requested by SpinCo Group in its capacity as a third-party beneficiary. Without limiting the generality of the foregoing and for the avoidance of doubt, in no event shall SpinCo be permitted to enforce any non-competition covenant contained in any Individual Agreement against a Parent Employee or Former Parent Employee for any action taken in such individual's capacity as a Parent Employee or Former Parent Employee, other than on behalf of the Parent Group in its capacity as a third-party beneficiary. Without limiting the generality of the foregoing, the assignment contemplated by this Section 2.04(a) shall be self-effectuating with respect to the Individual Agreements set forth on Schedule 2.04(a), provided that Parent and SpinCo may enter into separate documentation of the assignment if they determine appropriate.

Assignment by Parent. SpinCo as Successor. Parent shall assign, or cause an applicable member of the Parent Group to assign, to SpinCo or another member of the SpinCo Group, as designated by SpinCo, all Individual Agreements with a SpinCo Employee or Former SpinCo Employee that Parent determines reasonably appropriate to be assigned to a member of the SpinCo Group (a non-exclusive list of such Individual Agreements is set forth on Schedule 2.04(a)), with such assignment to be effective as of no later than the Effective Time; 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 Effective Time, each member of the SpinCo 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, each such Individual Agreement, along with any other Individual Agreement that Parent determines reasonable and appropriate for any member of the SpinCo Group to be considered to be a successor in interests to Parent, such that each member of the SpinCo Group shall enjoy all of the rights and benefits under any of the foregoing Individual Agreements (including rights and benefits as a third-party beneficiary) with respect to the business operations of the SpinCo Group as succeeding as the business operations of Parent to the extent applicable; provided, further, that in no event shall Parent be permitted to enforce any Individual Agreement (including any agreement containing non-competition covenant contained in any Individual Agreement or non-solicitation covenants) against a SpinCo Employee or Former SpinCo Employee for action taken in such individual’s capacity as a SpinCo Employee or Former SpinCo Employee, Employee other than on behalf of SpinCo Group as requested by SpinCo Group in its capacity as a third-party beneficiary. Without limiting the generality of the foregoing and for the avoidance of doubt, in no event shall SpinCo be permitted to enforce any non-competition covenant contained in any Individual Agreement against a Parent Employee or Former Parent Employee for any action taken in such individual's capacity as a Parent Employee or Former Parent Employee, other than on behalf of the Parent Group in its capacity as a third-party beneficiary. Without limiting the generality of the foregoing, the assignment contemplated by this Section 2.04(a) shall be self-effectuating with respect to the Individual Agreements is set forth on Schedule 2.04(a), provided that Parent and SpinCo may enter into separate documentation of the assignment if they determine appropriate.

Assignment by Parent. SpinCo as Successor. Parent shall assign, or cause an applicable member of the Parent Group to assign, to SpinCo or another member of the SpinCo Group, as designated by SpinCo, all Individual Agreements with a SpinCo Employee or Former SpinCo Employee that Parent determines reasonably appropriate to be assigned to a member of the SpinCo Group (a non-exclusive list of such Individual Agreements is set forth on Schedule 2.04(a)), with such assignment to be effective as of no later than the Effective Time; 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 Effective Time, each member of the SpinCo 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, each such Individual Agreement, along with any other Individual Agreement that Parent determines reasonable and appropriate for any member of the SpinCo Group to be considered to be a successor in interests to Parent, such that each member of the SpinCo Group shall enjoy all of the rights and benefits under any of the foregoing Individual Agreements (including rights and benefits as a third-party beneficiary) with respect to the business operations of the SpinCo Group as succeeding as the business operations of Parent to the extent applicable; provided, further, that in no event shall Parent be permitted to enforce any non-competition covenant contained in any Individual Agreement against a SpinCo Employee or Former SpinCo Employee for action taken in such individual’s capacity as a SpinCo Employee or Former SpinCo Employee, other than on behalf of SpinCo Group as requested by SpinCo Group in its capacity as a third-party beneficiary. Without limiting the generality of the foregoing and for the avoidance of doubt, in no event shall SpinCo be permitted to enforce any non-competition covenant contained in any Individual Agreement against a Parent Employee or Former Parent Employee for any action taken in such individual's capacity as a Parent Employee or Former Parent Employee, other than on behalf of the Parent Group in its capacity as a third-party beneficiary. Without limiting the generality of the foregoing, the assignment contemplated by this Section 2.04(a) shall be self-effectuating with respect to the Individual Agreements is set forth on Schedule 2.04(a), provided that Parent and SpinCo may enter into separate documentation of the assignment if they determine appropriate.