Common use of Cooperation in Benefits, Plan, and Other Employee Transition Clause in Contracts

Cooperation in Benefits, Plan, and Other Employee Transition. Parent shall administer the Parent Plans with respect to Business Employees in the ordinary course of business between the date of the Separation Agreement and the Interim Transfer Date or the Effective Time, as applicable. Without limitation, the Parties’ cooperation under this Agreement shall include Parent (and its employees and agents) acting to provide SpinCo (and its employees and agents) with all information that is reasonably requested by SpinCo in connection with meeting, and reasonably necessary for SpinCo to comply with, its obligations under this Agreement, including but not limited to, in connection with providing compensation, benefits, hours and terms and conditions of employment of Represented Employees that are governed by the Applicable CBA, establishing and administering SpinCo’s ongoing benefit plans for Business Employees, and assessing appropriate insurances for the period on and after the Effective Time. The information to be provided to SpinCo (and its employees and agents) shall include, without limitation, names of employees anticipated to be assigned to SpinCo and their respective work status, demographics and data; plan records; underwriting and risk assessment information; records relating to workers’ compensation claims; records related to collective bargaining and the processing of grievances (including, but not limited to all transcripts of negotiations, written proposals and negotiation binders); access to any information related to prior events and past practice that become relevant in future arbitrations; and periodic updates on the foregoing; in each case, so long as such information is reasonably necessary for SpinCo to comply with its obligations under this Agreement. Such information may be requested by SpinCo at any time following the date of the Separation Agreement and extending following the Effective Time as long as SpinCo reasonably has a need for such information, and shall be provided by Parent or a Parent agent as soon as reasonably practicable without incurring undue expense (with any increased third party cost being borne by SpinCo) and in a de-identified format to the extent necessary to comply with privacy provisions of federal or applicable state law.

Cooperation in Benefits, Plan, and Other Employee Transition. Parent shall administer the Parent Plans with respect to Business Employees in the ordinary course of business between the date of the Separation Agreement and the Interim Transfer Date or the Effective Time, as applicable. Without limitation, the Parties’ cooperation under this Agreement shall include Parent (and its employees and agents) acting to provide SpinCo (and its employees and agents) with all information that is reasonably requested by SpinCo in connection with meeting, and reasonably necessary for SpinCo to comply with, its obligations under this Agreement, including but not limited to, in connection with providing compensation, benefits, hours and terms and conditions of employment of Represented Employees that are governed by the Applicable CBA, establishing and administering SpinCo’s ongoing benefit plans for Business Employees, and assessing appropriate insurances for the period on and after the Effective Time. The information to be provided to SpinCo (and its employees and agents) shall include, without limitation, names of employees anticipated to be assigned to SpinCo and their respective work status, demographics and data; plan records; underwriting and risk assessment information; records relating to workers’ compensation claims; records related to collective bargaining and the processing of grievances (including, but not limited to all transcripts of negotiations, written proposals and negotiation binders); access to any information related to prior events and past practice that become relevant in future arbitrations; and periodic updates on the foregoing; in each case, so long as such information is reasonably necessary for SpinCo to comply with its obligations under this Agreement. Such information may be requested by SpinCo at any time following the date of the Separation Agreement and extending following the Effective Time as long as SpinCo reasonably has a need for such information, and shall be provided by Parent or a Parent agent as soon as reasonably practicable without incurring undue expense (with any increased third third-party cost being borne by SpinCo) and in a de-identified format to the extent necessary to comply with privacy provisions of federal or applicable state law.