Common use of Delayed Transfer Employees Clause in Contracts

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. To Notwithstanding the extent that foregoing, in the case of any Business Employee whose employment does not and cannot commence or be transferred at the Closing by applicable Law Laws or any arrangement with a Governmental Authority prevents Purchaser and Seller Parent mutually determine cannot commence or be transferred at the Parties from causing any Closing or whose commencement or transfer of employment is otherwise delayed (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” ”), Seller Parent and Purchaser shall cooperate in good faith to cause the SpinCo Group or Honeywell Group entity to which employment of such Delayed Transfer Employee is intended to be transferred, the “Destination Employer”), the Parties shall use commercially reasonable efforts remain with Seller Parent or a Retained Subsidiary to ensure that (i) allow such Delayed Transfer Employee becomes employed by to continue to participate on the Destination Employer at compensation and benefit platforms, plans and programs of Seller Parent or such Retained Subsidiary. The Parties agree that each Delayed Transfer Employee shall commence employment with Purchaser, a Conveyed Subsidiary or another Subsidiary of Purchaser, as appropriate, as soon as reasonably practicable following the earliest time Closing as permitted by applicable Law or Laws in such agreement with a Governmental Authority and (ii) manner that to the Destination Employer receives maximum extent possible does not trigger the benefit right of such Business Employee to separation pay and is otherwise consistent with the terms and conditions of this Section 6.6 and applicable Law. Notwithstanding the foregoing, Seller Parent shall have no obligation to transfer the employment of a Delayed Transfer Employee out of a Conveyed Subsidiary if the delayed transfer of employment is due to a delay in the transfer of the Conveyed Subsidiary to Purchaser. In respect of the Delayed Transfer Employees, each reference in Section 6.6(a)(iii) (other than in this Section 6.6(b)(iii) and Section 6.6(b)(iv)) through Section 6.6(j) to “Closing” and “Closing Date” shall be treated as a reference to the first date on which the applicable Delayed Transfer Employee’s services from and after employment commences with or transfers to Purchaser. Notwithstanding 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 delayed transfer to the SpinCo Group following the completion of the applicable TSA service, and with respect to such Delayed Transfer Employees, from and for a period of two (2) years after the Parties shall use commercially reasonable efforts to ensure that any such Delayed Transfer Employee becomes employed by Closing or, if earlier, the SpinCo Group as soon as practicable following the completion date of the applicable TSA service. From and after the commencement of a Delayed Transfer Employee’s termination of employment with (“Delayed Employment Period”), the Destination Employer, (A) compensation paid to such Delayed Transfer Employee shall be treated Employees in respect of the Delayed Employment Period and (B) the fringe benefit rate for all purposes of this Agreement, including Section 4.02, as if such Delayed Transfer Employee commenced employment Transferred Employees’ benefits under a Seller Group Plan or Foreign Seller Group Plan that Seller Parent charges in the ordinary course of business consistent with the Destination Employer as past practice in respect of the Distribution as contemplated by Section 2.01Delayed Employment Period shall, in the case of (A) and (B), be considered Purchaser Assumed Employee Liabilities; provided that, during such period, Purchaser and its Subsidiaries receive the economic benefit of such Delayed Transferred Employee’s services.

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 any 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 Local Transfer Date as contemplated by Section 2.01 or (b) SpinCo Employee any employee who is intended to be a Honeywell Nuance Employee to be employed by a member of the Honeywell Nuance Group as of immediately following the Distribution Local Transfer Date, or for any employees designated and agreed to by the Parties (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 arrangement with a Governmental Authority (the “Delayed Transfer Date”) and (ii) the Destination Employer receives the benefit of such Delayed Transfer Employee’s services from and after the DistributionLocal Transfer Date, including under the TSA or by entering into an employee leasing or similar arrangement. The term “Delayed Transfer Employee” shall also include any Honeywell Employee (i) each employee who, following the DistributionLocal Transfer Date, provides services to the SpinCo Group under the TSA and whose employment is intended by Honeywell Nuance to transfer to the SpinCo Group following the completion of the applicable TSA service and (ii) each employee who, following the Local Transfer Date, provides services to the Nuance Group under the TSA and whose employment is intended by SpinCo to transfer to the Nuance 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 Employees become employed by the SpinCo Group Destination Employer 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 Local Transfer Date as contemplated by Section 2.01.

Delayed Transfer Employees. To the extent that applicable Law or (i) With respect to 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 and subject to be transferredcompliance with applicable Law, the “Destination Employer”), the Parties Seller shall use commercially reasonable efforts (A) to ensure that (i) make such Delayed Transfer Employee becomes employed by available to Purchaser to provide services to the Destination Employer at Business between the earliest time permitted by applicable Law or such agreement with a Governmental Authority Closing Date and the Delayed Transfer Date and (iiB) manage such Delayed Transfer Employee in the Destination Employer receives ordinary course of business consistent with past practice, subject to the benefit instructions of the Purchaser and its affiliates to the extent such instructions relate to the Business or the Purchased Assets and do not require any action to be taken in violation of applicable Law. With respect to any Delayed Transfer Employee, if Seller complies with the immediately preceding sentence, Purchaser agrees to reimburse Seller or its applicable affiliate for the cost of such Delayed Transfer Employee’s services from compensation and after benefits (including employer-paid Taxes and social charges) during the Distribution, including under period commencing on the TSA or by entering into an employee leasing or similar arrangement. “Closing Date and ending on the Delayed Transfer Employee” shall also include any Honeywell Employee who, following the Distribution, provides services Date. (ii) References in this Agreement to the SpinCo Group under “Closing” or 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 “Closing Date” as they relate to such Delayed Transfer Employees, Employees (including such references with respect to the Parties shall use commercially reasonable efforts to ensure that any assumption of assets and Liabilities in respect of such Delayed Transfer Employee becomes employed by in accordance with Section 2.4, Section 2.5, Section 2.6, and Section 2.7) shall be deemed to refer to the SpinCo Group as soon as practicable following Delayed Transfer Date. (iii) With respect to any Delayed Transfer Employee (A) during the completion period beginning at the Closing (determined without regard to the preceding provisions of this sentence) and ending on the applicable date of the Delayed Transfer Closing, the restrictions set forth in Sections 5.2(b)(ii) and 5.2(b)(iii) shall continue to apply, (B) the Benefit Continuation Period shall end on the first anniversary of the Closing Date irrespective of the date of the Delayed Transfer Closing, and (C) such employee shall in no event commence employment with Purchaser or one of its affiliates until the date 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 2.01Closing.

Delayed Transfer Employees. To the extent that applicable Law or any arrangement with a Governmental Authority prevents the Parties from causing (i) any (a) Honeywell Employee who is intended to be a SpinCo Group 1 Employee, Group 2 Employee, or Group 3 Employee to be employed by a member of the SpinCo Group as of immediately following the Distribution as contemplated by Section 2.01 Time or (bii) SpinCo any Employee who is intended to be a Honeywell Moon Employee to be employed by a member of the Honeywell Moon Group as of immediately following the Distribution Time (each such employee, a “Delayed Transfer Employee,” and the SpinCo Group Entity or Honeywell Group entity Moon 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 (ix) 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 (iiy) the Destination Employer receives the benefit of such Delayed Transfer Employee’s services from and after the DistributionDistribution Time, including under the TSA Transition Services Agreement or by entering into an employee leasing or similar arrangement. “Delayed Transfer Employee” shall also include any Honeywell scheduled Group 4 Employee who, following the DistributionDistribution Time, provides services to the SpinCo Group under the TSA Transition Services Agreement and whose employment is intended by Honeywell Moon to transfer to the SpinCo Group following the completion of the applicable TSA Transition Services Agreement 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 Transition Services Agreement 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, Agreement as if such Delayed Transfer Employee commenced employment with the Destination Employer as of the Distribution as contemplated by Section 2.01Distribution.

Delayed Transfer Employees. To the extent that applicable Law With respect to each Outdoor Products Employee listed on Schedule B (an “Outdoor Products TSA Employee”), Vista Outdoor (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 Vista Outdoor Group) shall make an offer of employment to such individual no later than the last day of the Applicable Termination Date (as of immediately following defined in the Distribution as contemplated by Section 2.01 Transition Services Agreement) for the Transition Services Agreement service to which such individual’s employment relates. With respect to each Vista Outdoor Employee listed on Schedule C (a “Vista Outdoor TSA Employee” and, collectively with each Outdoor Products TSA Employee, the “TSA Employees”), Outdoor Products (or (b) SpinCo Employee who is intended to be a Honeywell Employee to be employed by a member of the Honeywell Group as Outdoor Products Group) shall make an offer of immediately following employment to such individual no later than the Distribution (each such employee, a “Delayed Transfer Employee” and last day of the SpinCo Group or Honeywell Group entity Applicable Termination Date for the Transition Services Agreement service to which such Delayed Transfer individual’s employment relates. Offers of employment described in this Section 2.05 shall be on substantially similar terms and conditions, including in respect of compensation and benefits, as those provided to the applicable TSA Employee is intended immediately prior to the Distribution, except for merit wage adjustments in the ordinary course of business or as may otherwise be transferredagreed in writing by the Parties. Following the employment commencement date provided in any offer of employment described in this Section 2.05, the “Destination Employer”), the Parties shall use commercially reasonable efforts to ensure that (i) such Delayed Transfer each Party shall recognize all service recognized under the comparable Benefit Plans of the other Party in respect of the applicable TSA Employee becomes employed for purposes of determining eligibility, participation, vesting and calculation of benefits under comparable plans and programs maintained by the Destination Employer at the earliest time permitted by applicable Law Vista Outdoor Group or Outdoor Products Group, as applicable; provided that there shall be no duplication of benefits for such agreement with a Governmental Authority TSA Employee under such plans and programs and (ii) no member of 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” Outdoor Products Group shall also include any Honeywell Employee who, following the Distribution, provides services continue to provide employment to the SpinCo applicable Outdoor Products TSA Employee and no member of the Vista Outdoor Group under the TSA and whose shall continue to provide employment is intended by Honeywell to transfer to the SpinCo Group following the completion of the applicable Vista Outdoor 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 serviceEmployee. From and after the commencement of a Delayed Transfer Employee’s employment with the Destination Employer, such Delayed Transfer Employee shall be treated for For all purposes of this Agreement, including Section 4.02each Outdoor Products TSA Employee shall be deemed an Outdoor Products Employee and each Vista Outdoor TSA Employee shall be deemed a Vista Outdoor Employee, in each case, until his or her termination of continuous service with the Outdoor Products Group or Vista Outdoor Group, as if such Delayed Transfer Employee commenced employment with the Destination Employer as of applicable, following the Distribution as contemplated by Date in accordance with this Section 2.012.05. The Parties shall reasonably cooperate to the extent necessary to give proper effect to the other provisions of this Agreement in connection with any TSA Employee.