Common use of Cooperation and Administrative Provisions Clause in Contracts

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 Healthcare or Electronics, as applicable. (d) With respect to any employees listed on Schedule 6.1(d) subject to a retention agreement (and/or eligible for a lump sum salary adjustment payment), if such employee transfers to Healthcare or Electronics prior to the Healthcare Distribution Date or the Electronics Distribution Date, as applicable, and remains in employment with Healthcare or Electronics, as applicable, through any subsequent vesting date set forth in such retention agreements (or offer letter for a lump sum salary adjustment payment), Healthcare and Electronics, as applicable, shall recognize such retention agreement (or offer letter) and be responsible for all costs (including without limitation any employment taxes) associated with such retention payments (and/or lump sum salary adjustment payment). The Parties hereby agree that financial statements for 2007 shall reflect that payments with respect to this paragraph (d) have been made between the Parties prior to the Distribution Date. (e) The Parties shall share, or cause to be shared, all information on participants in the Healthcare Plans, Electronics Plans and Tyco Retained Plans that is necessary and appropriate for the efficient and accurate administration of the Healthcare Plans, Electronics Plans and Tyco Retained Plans, including (but not limited to) information reasonably necessary to respond to claims for benefits made by participants and information on expenses incurred by Healthcare Plans and Electronics Plans prior to the Distribution Date so that Healthcare and Electronics may invoice and pay administrative expenses from their respective Plan trusts as described in paragraph (g)

Cooperation and Administrative Provisions. (a) Notwithstanding anything herein to the contrary, the Parties shall reasonably cooperate and work together as necessary to unify and consolidate all relevant documents, Board resolutions, government filings, data, payroll and employment information 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 share all of the Parties at any time during this period if a decision necessary data elements 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 administer the Tyco, Healthcare and Electronics equity plans described in Sections 6.1Section 6.1 and Section 6.2 for up to a period not to exceed ten (10) years following the Distribution Date. This data shall be made available 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, 6.2 or 6.3but not limited to, or any successor plan.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 6.9(c) and who become either Healthcare Employees or Electronics Employees, (i) if such employees are repatriated to their home countries and or initiate the process of repatriation 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 initiated at some future date shall be the responsibility of Healthcare or Electronics, as applicable. (d) With respect to any employees listed on Schedule 6.1(d) subject to a retention agreement (and/or eligible for a lump sum salary adjustment payment), if such employee transfers to Healthcare or Electronics prior to the Healthcare Distribution Date or the Electronics Distribution Date, as applicable, and remains in employment with Healthcare or Electronics, as applicable, through any subsequent vesting date set forth in such retention agreements (or offer letter for a lump sum salary adjustment payment), Healthcare and Electronics, as applicable, shall recognize such retention agreement (or offer letter) and be responsible for all costs (including without limitation any employment taxes) associated with such retention payments (and/or lump sum salary adjustment payment). The Parties hereby agree that financial statements for 2007 shall reflect that payments with respect to this paragraph (d) have been made between the Parties prior to the Distribution Date. (e) The Parties shall share, or cause to be shared, all information Information on participants in the Healthcare Plans, Electronics Plans and Tyco Retained Plans that is necessary and appropriate for the efficient and accurate administration of the Healthcare Plans, Electronics Plans and Tyco Retained Plans, including (but not limited to) information Information reasonably necessary to timely respond to claims for benefits made by participants and information Information on expenses incurred by Healthcare Plans and Electronics Plans prior to the Distribution Date so that Healthcare and Electronics may invoice and pay administrative expenses from their respective Plan trusts as described in paragraph (g) below. The Parties and their respective authorized agents shall, subject to applicable laws of confidentiality and data protection and transfer, be given reasonable and timely access to, and may make copies of, all Information relating to the subjects of this Article VI to the extent necessary or appropriate for such administration. Each of the Parties agree, upon reasonable request, to provide financial, operational and other Information on each Healthcare Plan, Electronics Plan and Tyco Retained Plan, including (but not limited to) Information on a plan’s assets and liabilities, at a level of detail reasonably necessary and appropriate for the efficient and accurate administration of each of the Healthcare Plans, Electronics Plans and Tyco Retained Plans. Notwithstanding the foregoing, if any such Information described in this Section 6.9(e) cannot be reasonably obtained without additional cost, the Parties shall agree to reimburse each of the other Parties for all additional third-party costs and such other reasonable costs of obtaining the Information. To the extent that the Healthcare Health Plans, the Electronics Health Plans and the Tyco Health Plans share protected health Information (“PHI”), the Healthcare Health Plans, Electronics Health Plans and Tyco Health Plans hereby agree to enter into appropriate business associate agreements to cover the sharing of PHI, as required by the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”). (f) Each of Healthcare and Electronics agrees to hold Tyco harmless with respect to any Liabilities related to actions taken to establish the Healthcare Plans and the Electronics Plans (and related third party administrative agreements) prior the Distribution Date. (g) To the extent not covered elsewhere in this Agreement, with respect to expenses and costs incurred on behalf of a Healthcare Plan, Electronics Plan or Tyco Retained Plan: (i) Healthcare shall be responsible, through either direct payment or reimbursement to Tyco or Electronics, as applicable, for its allocable share of actual third party and/or vendor costs and expenses incurred by any member of the Healthcare Group or the Healthcare Plans, (ii) Electronics shall be responsible, through either direct payment or reimbursement to Tyco or Healthcare, as applicable, for its allocable share of actual third party and/or vendor costs and expenses incurred by any member of the Electronics Group or the Electronics Plans, and (iii) Tyco shall be responsible, through either direct payment or reimbursement to Healthcare or Electronics, as applicable, for its allocable share of actual third party and/or vendor costs and expenses incurred by any member of the Tyco Group or the Tyco Retained Plans. An allocable share of any such costs and expenses will be determined in a manner consistent with the manner in which the allocable share of such costs and expenses was determined prior to the Distribution Date. The Parties agree to pay for any third-party costs associated partially or entirely with their respective employee benefit plans associated with this Distribution following the Distribution Date. (h) To the extent not covered elsewhere in this Agreement, with respect to all employee benefit plans, policies, programs, payroll practices, and arrangements maintained outside of the United States, the Parties agree that they shall reasonably cooperate and work together to facilitate any transfer of employee benefit plans, policies, programs, payroll practices, and arrangements as necessary. (i) With respect to multinational insurance pools that the Parties’ entities participate in, the respective multinational insurance pools will continue to maintain premium, claim and administrative charges for each participating Tyco, Electronics or Healthcare entity within each such pool until the end of the policy year following the Distribution Date. At the end of such policy year, the multinational insurance pools shall be revised so that the Parties participate in separate pools (to the extent that a Party wishes to continue participating in an applicable pool). In addition, in the policy year accounting to be completed at the end of such policy year, (a) if a Tyco, Electronics or Healthcare entity’s experience contributed a surplus to the overall pool experience, then that entity will be paid the appropriate dividend from the pool; (b) if a Tyco, Electronics or Healthcare entity’s experience created a deficit for the overall pool, then that entity will not receive a dividend, and such deficit will be carried forward to the successor pools established for that entity for subsequent policy years (or if no successor pool is established and any Party incurs any expense with respect to such deficit, then the Party responsible for such deficit shall promptly reimburse the Party incurring such expense. (j) To the extent not covered elsewhere in this Agreement, it is the intention of the Parties to provide herein that Healthcare and Electronics shall be responsible for the management and administration of all of their respective employee benefit plans on and after the Distribution including, but not limited to, the adjudication of claims pending on the Distribution Date that were filed by Healthcare Employees, Former Healthcare Employees, Electronics Employees or Former Electronics Employees, as applicable, under a Tyco sponsored employee benefit plan. It is also the intention of the Parties that if Healthcare’s plan administrator, Electronics’ plan administrator or any other authorized person or committee does not have at least a sixty (60) day period after the Distribution Date to respond to a claim, Tyco will respond to the claim and, if such response is not a final adjudication of the claim, immediately transfer administration of such claim to Healthcare or Electronics, as appropriate. The Parties agree that they shall reasonably cooperate with each other and work together to facilitate the transfer of any documents, materials or information necessary or appropriate for the timely adjudication of any claim and to do so in a manner that is consistent with applicable law. (k) To the extent not covered elsewhere in this Agreement, the Parties (and their Subsidiaries and Affiliates) are hereby authorized to implement the provisions of this Article VI, including by making appropriate adjustments to employee benefits provided for in this Agreement, provided such adjustments are intended for administrative or recordkeeping purposes to retain the value of benefits provided in accordance with the provisions of this Agreement.