Delayed Transfer Employees. To the extent that applicable Law or any arrangement with a Governmental Authority prevents the Parties from causing any (a) Honeywell Employee who is intended to be a SpinCo Employee to be employed by a member of the SpinCo Group as of immediately following the Distribution as contemplated by Section 2.01 or (b) SpinCo Employee who is intended to be a Honeywell Employee to be employed by a member of the Honeywell Group as of immediately following the Distribution (each such employee, a “Delayed Transfer Employee” and the SpinCo Group or Honeywell Group entity to which such Delayed Transfer Employee is intended to be transferred, the “Destination Employer”), the Parties shall use commercially reasonable efforts to ensure that (i) such Delayed Transfer Employee becomes employed by the Destination Employer at the earliest time permitted by applicable Law or such agreement with a Governmental Authority and (ii) the Destination Employer receives the benefit of such Delayed Transfer Employee’s services from and after the Distribution, including under the TSA or by entering into an employee leasing or similar arrangement. “Delayed Transfer Employee” shall also include any Honeywell Employee who, following the Distribution, provides services to the SpinCo Group under the TSA and whose employment is intended by Honeywell to transfer to the SpinCo Group following the completion of the applicable TSA service, and with respect to such Delayed Transfer Employees, the Parties shall use commercially reasonable efforts to ensure that any such Delayed Transfer Employee becomes employed by the SpinCo Group as soon as practicable following the completion of the applicable TSA service. From and after the commencement of a Delayed Transfer Employee’s employment with the Destination Employer, such Delayed Transfer Employee shall be treated for all purposes of this Agreement, including Section 4.02, as if such Delayed Transfer Employee commenced employment with the Destination Employer as of the Distribution as contemplated by Section 2.01.
Delayed Transfer Employees. Unless Verizon and Idearc shall otherwise agree in a written agreement signed by each party, in the event that such parties agree to transfer the employment of any Verizon Employee to any member of the Idearc Group after the Distribution Date (each, a “Delayed Transfer Employee”), then effective as of the date such individual is hired by any such member of the Idearc Group (the “Transfer Date”), such individual shall become an Idearc Employee and cease to be a Verizon Employee. As of the Transfer Date or such later date as is specified in this Agreement (or such other date as may otherwise be agreed in writing by and between Verizon and Idearc), all Liabilities of the type and nature that would have been transferred to an Idearc Plan or assumed by Idearc had such Delayed Transfer Employee been an Idearc Employee as of the Distribution Date shall be assumed by Idearc or such other member of the Idearc Group it shall designate (the “Designated Idearc Subsidiary”). For purposes of determining the commitments, duties and obligations of the Parties hereunder in respect of any such Delayed Transfer Employee, such Employee’s Transfer Date shall be substituted for the Distribution Date; provided that in no event shall the period of any commitment regarding the benefits to be continued on behalf of such Delayed Transfer Employee continue in effect beyond the date it would otherwise have expired if his or her employment had transferred as of the Distribution Date. Notwithstanding anything else contained herein to the contrary, to the extent that Idearc allocates duties, responsibilities, obligations or Liabilities to a Designated Idearc Subsidiary, Idearc guarantees the performance by such Designated Idearc Subsidiary of such duties, responsibilities and obligations, and guarantees payment in respect of any Liabilities, assigned to such Designated Idearc Subsidiary.
Delayed Transfer Employees. To the extent that applicable Law prevents the Parties from causing any (i) UpstreamCo Group Employee to be employed by a member of the UpstreamCo Group as of the Operational Separation Date as contemplated by Section 3.01(a)(i) or (ii) Parent Group Employee to be employed by a member of the Parent Group as of the Operational Separation Date as contemplated by Section 3.01(a)(ii) (each such employee, a “Delayed Transfer Employee” and the UpstreamCo Group or Parent Group entity to which such Delayed Transfer Employee would have been transferred under Section 3.01(a), the “Destination Employer”), the Parties shall use commercially reasonable efforts to ensure that (i) such Delayed Transfer Employee becomes employed by the Destination Employer at the earliest time permitted by applicable Law and, with respect to any Delayed Transfer Employee who is actively employed as of the Operational Separation Date, and (ii) the Destination Employer receives the benefit of such Delayed Transfer Employee’s services from and after the Operation Separation Date, including by entering into an employee leasing or similar arrangement. From and after the commencement of a Delayed Transfer Employee’s employment with the Destination Employer, such Delayed Transfer Employee shall be treated for all purposes of this Agreement, including Section 2.02, as if such Delayed Transfer Employee commenced employment with the Destination Employer as of the Operational Separation Date as contemplated by Section 3.01(a).
Delayed Transfer Employees. (a) For COBRA qualifying events (as defined in Code Section 4980B) occurring on and after a Delayed Transfer Employee’s Transfer Date:
Delayed Transfer Employees. Any TimkenSteel Transferee will be treated in the same manner as a TimkenSteel Employee under this Article IX, except that such TimkenSteel Transferee may experience a separation from service (within the meaning of Code Section 409A) on his or her Applicable Transfer Date. Such a TimkenSteel Transferee’s Applicable Transfer Date will be treated as the Distribution Date. In addition, the Bearings Group will assume and be solely responsible, pursuant to the terms of the applicable Split Nonqualified Plan, for any benefits accrued by any Bearings Transferee under any TimkenSteel Spinoff Nonqualified Plan, and the TimkenSteel Group will have no liability with respect thereto. Notwithstanding any provision of this Employee Matters Agreement to the contrary, for purposes of this Article IX, the term “Bearings Employees” will not include Bearings Transferees and the term “TimkenSteel Employees” will not include TimkenSteel Transferees, in each case, with respect to TimkenSteel Spinoff Nonqualified Plans and Split Nonqualified Plans that are defined benefit plans.
Delayed Transfer Employees. Notwithstanding any provision of this Employee Matters Agreement to the contrary, for purposes of this Article VII, the term “Bearings Employees” will not include Bearings Transferees, and the term “TimkenSteel Employees” will not include TimkenSteel Transferees. Timken and TimkenSteel will cooperate in good faith to address any loss a Delayed Transfer Employee experiences under a Split DB Plan or TimkenSteel Spinoff DB Plan by reason of such employee’s transfer described in Section 2.4.
Delayed Transfer Employees. (a) All workers’ compensation Liabilities relating to, arising out of, or resulting from any claim by a Delayed Transfer Employee transferring from the Post Group to the Ralcorp Group that results from an accident, incident or event occurring, or from an occupational disease which becomes manifest, before such Delayed Transfer Employee’s Transfer Date shall be the responsibility of Post or a member of the Post Group.
(b) All workers’ compensation Liabilities relating to, arising out of, or resulting from any claim by a Delayed Transfer Employee transferring from the Ralcorp Group to the Post Group that results from an accident, incident or event occurring, or from an occupational disease which becomes manifest, before such Delayed Transfer Employee’s Transfer Date shall be the responsibility of Ralcorp or a member of the Ralcorp Group.
(c) All workers’ compensation Liabilities relating to, arising out of, or resulting from any claim by a Delayed Transfer Employee that results from an accident, incident or event occurring, or from an occupational disease which becomes manifest, on or after such Delayed Transfer Employee’s Transfer Date shall be the responsibility of the entity that becomes the new employing entity on the Transfer Date.
Delayed Transfer Employees. Any Fortrea Transferee will be treated in the same manner as a Fortrea Employee under this Article IX, except that such Fortrea Transferee may experience a “separation from service” (within the meaning of Code Section 409A) on his or her Applicable Transfer Date.
Delayed Transfer Employees. Following the Distribution Date but on or before two (2) years following the Distribution Date, a limited number of Ralcorp Employees may be transferred to the Post Group, and a limited number of Post Employees may be transferred to the Ralcorp Group. An individual will be deemed to be a Delayed Transfer Employee only to the extent so designated by Ralcorp and Post.
Delayed Transfer Employees. In the event that Xxxx Foods and WhiteWave agree to transfer the employment of any other employee of the Xxxx Foods Group to WhiteWave, WWF Operating Company or any other member of the WhiteWave Group in connection with the Distribution, but following the IPO (each, a “Delayed Transfer Employee”), then effective as of the date the employment of such individual is transferred or such other date as may otherwise be agreed in writing by and between Xxxx Foods and WhiteWave (the “Transfer Date”), WhiteWave shall assume all Liabilities of the type and nature that would have been assumed by WhiteWave pursuant to Section 3.2 had such Delayed Transfer Employee been a Transferred Employee as of the IPO.
