Common use of Employees, Employee Liabilities Generally Clause in Contracts

Employees, Employee Liabilities Generally. Except as provided in this Section 2.1, each member of the Xxxx Foods Group and each member of the WhiteWave Group shall be responsible for the Liabilities arising with respect to the employment by any member of the Xxxx Foods Group or the WhiteWave Group of (i) each person in its employment immediately following the IPO, and (ii) each person whose last employment with any member of the Xxxx Foods Group and the WhiteWave Group (whether ending before or after the IPO) was with such entity. Notwithstanding the foregoing, to the extent that (i) any benefit is provided to any Xxxx Foods Employee or WhiteWave Employee (a “Combined Group Employee”) under or through an employee benefit plan, including any such plan intended to be qualified under Section 401(a) of the Code, that has segregated assets set aside for the payment of such benefits, the Liabilities for such benefits shall first be payable from such plan and, to the extent the assets of such plan or any underlying trust or other funding vehicle are not sufficient to satisfy such Liabilities, as determined in accordance with applicable law; (ii) compensation is payable to any such Combined Group Employee in the form of an equity interest in the common stock of Xxxx Foods (and not under an employee benefit plan described in subclause (i)), such compensation shall be provided by Xxxx Foods, and (iii) any benefit or compensation (including any benefit or compensation otherwise described in either subclause (i) or (ii)) payable to, or any other Liability in respect of, any such Combined Group Employee that is expressly allocated to any member of the Xxxx Foods Group or the WhiteWave Group pursuant to the terms of this Agreement, such specific allocation shall control. Except to the extent otherwise expressly provided under the Agreement, neither the IPO nor the Distribution will affect the allocation of any Liabilities with respect to any Combined Group Employee by and between any member of the Xxxx Foods Group or the WhiteWave Group.

Employees, Employee Liabilities Generally. Except as provided in this Section 2.1, each member of the Xxxx Foods Group and each member of the WhiteWave Group shall be responsible for the Liabilities arising with respect to the employment by any member of the Xxxx Foods Group or the WhiteWave Group of (i) each person in its employment immediately following the IPO, and (ii) each person whose last employment with any member of the Xxxx Foods Group and the WhiteWave Group (whether ending before or after the IPO) was with such entity. Notwithstanding the foregoing, to the extent that (i) any benefit is provided to any Xxxx Foods Employee or WhiteWave Employee (a “Combined Group Employee”) under or through an employee benefit plan, including any such plan intended to be qualified under Section 401(a) of the Code, that has segregated assets set aside for the payment of such benefits, the Liabilities for such benefits shall first be payable from such plan and, to the extent the assets of such plan or any underlying trust or other funding vehicle are not sufficient to satisfy such Liabilities, as determined in accordance with applicable law; (ii) compensation is payable to any such Combined Group Employee in the form of an equity interest in the common stock of Xxxx Foods (and not under an employee benefit plan described in subclause (i)), such compensation shall be provided by Xxxx Foods, ; and (iii) any benefit or compensation (including any benefit or compensation otherwise described in either subclause (i) or (ii)) payable to, or any other Liability in respect of, any such Combined Group Employee that is expressly allocated to any member of the Xxxx Foods Group or the WhiteWave Group pursuant to the terms of this Agreement, such specific allocation shall control. Except to the extent otherwise expressly provided under the Agreement, neither the IPO nor the Distribution will affect the allocation of any Liabilities with respect to any Combined Group Employee by and between any member of the Xxxx Foods Group or the WhiteWave Group.