Employment, Consulting and Other Employee Related Agreements. (a) Effective as of the Time of Distribution, Washington and the Washington Subsidiaries hereby assume or retain, as applicable, and will be solely responsible for and will fully perform, pay and discharge, all Liabilities of Conexant or any of its Subsidiaries (including members of the Washington Group) relating to all Washington Participants under their respective employment, consulting, separation, arbitration and other employee related agreements with any member of the Pre-Distribution Group, as the same are in effect immediately prior to the Time of Distribution.
(b) Effective as of the Time of Distribution, Conexant and the Conexant Subsidiaries hereby assume or retain, as applicable, and will be solely responsible for and will fully perform, pay and discharge, all Liabilities of Conexant or any of its Subsidiaries (including members of the Washington Group) relating to all Pre-Distribution Group Employees under their respective employment, consulting, separation, arbitration and other employee related agreements with any member of the Pre-Distribution Group, as the same are in effect immediately prior to the Time of Distribution, other than those expressly assumed by Washington pursuant to Section 6.05(a).
Employment, Consulting and Other Employee Related Agreements. Effective as of the Time of Distribution, the Company will or will cause one or more Company Subsidiaries to assume or retain (as applicable) all Liabilities relating to Conexant Participants under their respective employment, consulting, separation, agreements to arbitrate, and other employee related agreements with any member of the Pre-Distribution Group, as the same are in effect immediately prior to the Time of Distribution. Effective as of the Time of Distribution, Rockwell will or will cause one or more Rockwell Subsidiaries to assume or retain (as applicable) all Liabilities relating to Rockwell Participants under their respective employment, consulting, separation, agreements to arbitrate, and other employee related agreements with any member of the Pre-Distribution Group, as the same are in effect immediately prior to the Time of Distribution.
Employment, Consulting and Other Employee Related Agreements. (a) Effective as of the Time of Distribution, Mindspeed and the Mindspeed Subsidiaries hereby assume or retain, as applicable, and will be solely responsible for and will fully perform, pay and discharge, all Liabilities of Conexant or any of its Subsidiaries (including members of the Mindspeed Group) relating to all Mindspeed Participants under their respective employment, consulting, separation, arbitration and other employee related agreements with any member of the Pre-Distribution Group, as the same are in effect immediately prior to the Time of Distribution.
(b) Effective as of the Time of Distribution, Conexant and the Conexant Subsidiaries hereby assume or retain, as applicable, and will be solely responsible for and will fully perform, pay and discharge, all Liabilities of Conexant or any of its Subsidiaries (including members of the Mindspeed Group) relating to all Conexant Participants under their respective employment, consulting, separation, arbitration and other employee related agreements with any member of the Pre-Distribution Group, as the same are in effect immediately prior to the Time of Distribution.
Employment, Consulting and Other Employee Related Agreements. Effective as of the Closing Date, Buyer will or will cause one or more of the Acquired Companies to assume or retain (as applicable) all Liabilities relating to Continued Employees under their respective employment, consulting or separation agreements, agreements to arbitrate, and other employee related agreements with Seller or any of its Affiliates (including the Acquired Companies), as the same are in effect immediately prior to the Closing Date. The consummation of the transactions contemplated by this Agreement shall constitute a termination of employment of Continued Employees for purposes of entitlement to exercise outstanding stock options of Seller that were awarded to Continued Employees, and vested, prior to the Closing.
Employment, Consulting and Other Employee Related Agreements. (a) Effective as of the Time of Distribution, Rockwell and the Rockwell Subsidiaries hereby assume or retain (as applicable), and will be solely responsible for, and will fully perform, pay and discharge, all Liabilities of Rockwell or any of its Subsidiaries (including members of the Rockwell Collxxx Xxxup and members of the Rockwell Science Center Group) relating to Rockwell Automation Participants under their respective employment, consulting, separation, agreements to arbitrate, and other employee related agreements with any member of the Pre-Distribution Group, as the same are in effect immediately prior to the Time of Distribution.
(b) Effective as of the Time of Distribution, Rockwell Science Center and the Rockwell Science Center Subsidiaries hereby assume or retain (as applicable), and will be solely responsible for, and will fully perform, pay and discharge, all Liabilities of Rockwell or any of its Subsidiaries (including members of the Rockwell Collxxx Xxxup and members of the Rockwell Science Center Group) relating to Rockwell Science Center Participants under their respective employment, consulting, separation, agreements to arbitrate, and other employee related agreements with any member of the Pre-Distribution Group, as the same are in effect immediately prior to the Time of Distribution.
(c) Effective as of the Time of Distribution, Rockwell Collxxx xxx the Rockwell Collxxx Xxxsidiaries hereby assume or retain (as applicable), and will be solely responsible for, and will fully perform, pay and discharge, all Liabilities of Rockwell or any of its Subsidiaries (including members of the Rockwell Collxxx Xxxup and members of the Rockwell Science Center Group) relating to all Pre-Distribution Group Employees (other than Rockwell Automation Participants and Rockwell Science Center Participants), including all Rockwell Collxxx Xxxticipants, under their respective employment, consulting, separation, agreements to arbitrate, and other employee related agreements with any member of the Pre-Distribution Group, as the same are in effect immediately prior to the Time of Distribution (other than any such Liabilities described in paragraphs (d)(ii) and (d)(iii)(A) of the definition of Rockwell Automation Liabilities in the Distribution Agreement).
Employment, Consulting and Other Employee Related Agreements. Effective as of the Time of Distribution, Rockwell and the Rockwell Subsidiaries hereby assume or retain (as applicable), and will be solely responsible for, and will fully perform, pay and discharge, all Liabilities of Rockwell or any of its Subsidiaries (including members of the Rockwell Xxxxxxx Group and members of the Rockwell Science Center Group) relating to Rockwell Automation Participants under their respective employment, consulting, separation, agreements to arbitrate, and other employee related agreements with any member of the Pre-Distribution Group, as the same are in effect immediately prior to the Time of Distribution.
Employment, Consulting and Other Employee Related Agreements. Except with respect to the agreements and arrangements listed on Schedule 8.4, which, notwithstanding any other provision of this Agreement, shall remain the sole liability of TRW, effective from and after the Closing Date (Delayed Transfer Date for Delayed Transfer Employees), the Company and the TRW Automotive Subsidiaries shall assume or retain, as applicable, and be solely responsible for, and fully perform, pay and discharge, all Liabilities of TRW or any of its Subsidiaries relating to Active TRW Automotive Employees and Delayed Transfer Employees (a) under any employment, consulting, separation, arbitration and other employee-related agreements with any member of the Pre-Acquisition Group, as the same are in effect immediately prior to the Closing Date (Delayed Transfer Date for Delayed Transfer Employees); and (b) except as specifically set forth in this Agreement, under any benefit plans, collective bargaining agreements, similar plans or agreements or otherwise of any member of the Pre-Acquisition Group. This applies regardless of whether such Liabilities arose before, on or after the Closing Date (Delayed Transfer Date for Delayed Transfer Employees), including all litigation, administrative charges, grievances, arbitrations, or alternative dispute claims.
Employment, Consulting and Other Employee Related Agreements. (a) Effective as of the Time of Distribution, CombiMatrix and the Combimatrix Subsidiaries hereby assume or retain, as applicable, and will be solely responsible for and will fully perform, pay and discharge, all Liabilities of the Acacia Group and the CombiMatrix Group relating to all CombiMatrix service providers under their respective employment, consulting, separation, arbitration and other employee related agreements with any member of the Pre-Distribution Group, as the same are in effect immediately prior to the Time of Distribution.
(b) Effective as of the Time of Distribution, Acacia and the Acacia Subsidiaries hereby assume or retain, as applicable, and will be solely responsible for and will fully perform, pay and discharge, all Liabilities of the Acacia Group and the CombiMatrix Group relating to all Acacia service providers under their respective employment, consulting, separation, arbitration and other employee related agreements with any member of the Pre-Distribution Group, as the same are in effect immediately prior to the Time of Distribution.
Employment, Consulting and Other Employee Related Agreements. Effective as of the Closing Date, Buyer will or will cause one or more of the Acquired Companies to assume or retain (as applicable) all Liabilities relating to Continued Employees under their respective employment, consulting or separation agreements, agreements to arbitrate, collective bargaining agreements and other employee related agreements with Seller or any of its Affiliates (including the Acquired Companies), as the same are in effect immediately prior to the Closing Date.
Employment, Consulting and Other Employee Related Agreements. Effective as of the Time of Distribution, Automotive will or will cause one or more Automotive Subsidiaries to assume or retain (as applicable) all Liabilities relating to Automotive Participants under their respective employment, consulting, separation, agreements to arbitrate, and other employee related agreements with any member of the Pre-Distribution Group, as the same are in effect immediately prior to the Time of Distribution. Effective as of the Time of Distribution, Rockwell will or will cause one or more Rockwell Subsidiaries to assume or retain (as applicable) all
