Cooperation and Administrative Provisions. (a) Notwithstanding anything herein to the contrary, the Parties shall reasonably cooperate and work together to unify, consolidate and share (to the extent permissible under applicable privacy/data protection laws) all relevant documents, board resolutions, government filings, data, payroll and employment Information on regular timetables, make certain that each applicable entity’s data and records are correct and updated on a timely basis, and cooperate as needed with respect to (i) any litigation with respect to an employee benefit plan, compensation plan or other plan or arrangement contemplated by this Agreement, (ii) an audit of an employee benefit plan, compensation plan or other plan or arrangement contemplated by this Agreement by the Internal Revenue Service, Department of Labor or any other Government Entity, (iii) seeking a determination letter, private letter ruling or advisory opinion from the Internal Revenue Service or Department or Labor on behalf of any employee benefit plan or arrangement contemplated by this Agreement, and (iv) any filings that are required to be made or supplemented to the Internal Revenue Service, Pension Benefit Guaranty Corporation, Department of Labor or any other Government Entity; provided, however, that requests for cooperation must be reasonable and not interfere with daily business operations.
(b) Notwithstanding anything herein to the contrary, the Parties agree that they shall share all necessary data elements to administer the Tyco and ADT NA equity plans described in Section 6.1 and Section 6.2 for a period of ten (10) years following the ADT NA Distribution Date. This data shall be made available to their plan administrators in the formats that exist at the time of the distribution or in any other mutually agreeable format. Data shall be transmitted to these administrators via a mutually agreeable method of data transmission. Each Party also agrees to ensure that their plan administrator will make available all necessary data elements required now or in the future including but not limited to, exercise, lapse and tax data, in a timely fashion and to withhold appropriate taxes at the direction of the employer company of the individual for the time period covered under this provision.
(c) With respect to any employees on international assignment who are listed on Schedule 6.8(c) and who become ADT North American R/SB Employees, (i) if such employees are repatriated to their home countries or initiate the pr...
Cooperation and Administrative Provisions. (a) Notwithstanding anything herein to the contrary, the Parties shall reasonably cooperate and work together to unify and consolidate all relevant data, payroll and employment information on regular timetables, make certain that each applicable entity’s data and records are correct and updated on a timely basis, and cooperate as needed with respect to (i) any litigation with respect to an employee benefit plan or arrangement contemplated by this Agreement, (ii) an audit of an employee benefit plan or arrangement contemplated by this Agreement by the Internal Revenue Service, Department of Labor or any other Government Entity, and (iii) seeking a determination letter, private letter ruling or advisory opinion from the Internal Revenue Service or Department or Labor on behalf of any employee benefit plan or arrangement contemplated by this Agreement; provided, however, that requests for cooperation must be reasonable and not interfere with daily business operations.
(b) Notwithstanding anything herein to the contrary, the Parties agree that they shall utilize the same equity plan administrators for a period of 10 years following the Distribution Date. Such equity plan administrators may be replaced on behalf of all of the Parties at any time during this period if a decision to replace any such equity plan administrator is made in writing by two of the Parties, provided such decision is made in good faith to provide ease of administration of the Tyco, Healthcare and Electronics equity plans described in Sections 6.1, 6.2 or 6.3, or any successor plan.
(c) With respect to any employees on international assignment who are listed on Schedule 6.9(c) and who become either Healthcare Employees or Electronics Employees, (i) if such employees are repatriated to their home countries and prior to the Healthcare Distribution Date or the Electronics Distribution Date, as applicable, Tyco shall pay the costs of repatriation; and (ii) if such employees remain on international assignment through the Healthcare Distribution Date or the Electronics Distribution Date, as applicable, (A) Tyco shall pay the cost of assignment up to the Healthcare Distribution Date or the Electronics Distribution Date, as applicable (except that the tax obligation for the year of separation shall be prorated between Tyco and Healthcare or Electronics, as applicable, as set forth in Schedule 6.9(c)), and (B) any costs related to repatriation at some future date shall be the responsibility of Heal...
