Common use of Non-Solicit Provisions Clause in Contracts

Non-Solicit Provisions. (i) Except for the employees holding job titles as of the date hereof listed on Schedule 3.1(k)(i) (as previously identified by name to the Comcast Group), in the case of the TWC Group, or Schedule 3.1(k)(ii) (as previously identified by name to the TWC Group), in the case of the Comcast Group, from the date hereof until the first anniversary of the Closing (x) none of the TWC Group will solicit any TWC Native Employees (other than for the benefit of the TWC Native Systems or with the prior written consent of the Comcast Group, in each case, prior to the Closing or to comply with the provisions of Section 3.1(a)) and (y) none of the Comcast Group will solicit any Comcast Native Employees (other than for the benefit of Comcast Native Systems or with the prior written consent of the TWC Group, in each case, prior to the Closing or to comply with the provisions of Section 3.1(a)). (ii) Except for the employees holding the job titles as of the date hereof listed on Schedule 3.1(k)(i) (as previously identified by name to the Comcast Group) in the case of the TWC Group, or on Schedule 3.1(k)(ii) (as previously identified by name to the TWC Group) in the case of the Comcast Group, from the date hereof until the first anniversary of the Closing (x) none of the TWC Group will hire any TWC Native Employees (other than for the benefit of TWC Native Systems or with the prior written consent of the Comcast Group, in each case, prior to the Closing or to comply with the provisions of Section 3.1(a)) and (y) none of the Comcast Group will hire any Comcast Native Employees (other than for the benefit of Comcast Native Systems or with the prior written consent of the TWC Group in each case, prior to the Closing or to comply with the provisions of Section 3.1(a)). (iii) Solely for purposes of this Section 3.1(k), "TWC Native Employee" and "Comcast Native Employee", as applicable, shall be applied so as to include any individual who as of any relevant date (which shall include the period from the date hereof through the Closing Date) would be a TWC Native Employee or Comcast Native Employee, as applicable, if the Closing Date occurred on such date. (iv) Notwithstanding the foregoing, advertising through mass media in which an offer of employment, if any, is available to the general public, such as magazines, newspapers and sponsorships of public events shall not be prohibited by this Section 3.1(k). Solely for purposes of this Section 3.1(k), Native Employees shall in no event include the beneficiary or dependent of any Native Employee unless such beneficiary or dependent is otherwise a Native Employee. (v) From the Closing Date until the first anniversary of the Closing, none of Transferee Parent or its Affiliates will hire any Retained Native Employees of Transferor Parent or its Affiliates. (vi) Retained Native Employees and employees listed on Schedule 3.1(k) (i) or (ii), as applicable, if hired or retained by Transferor or its Affiliates, shall be made available by Transferor for consultation and transitional services as reasonably requested by Transferee. The provision of any such services shall be in accordance with the terms of Section 6.8(a) hereof and shall not unreasonably interfere with such Retained Native Employee or employee listed on Schedule 3.1(k) (i) or (ii), as applicable, from performing any of such employee's duties to the Transferor or its Affiliates.

Non-Solicit Provisions. (i) Except for the employees holding job titles as of the date hereof listed on Schedule 3.1(k)(i) (as previously identified by name to the Comcast Group), in the case of the TWC Group, or Schedule 3.1(k)(ii) (as previously identified by name to the TWC Group), in the case of the Comcast Group, from the date hereof until the first anniversary of the Closing (x) none of the TWC Group will solicit for employment any TWC Native Employees who are Exempt Employees (other than with the prior written consent of the Comcast Group or to comply with the provisions of Section 3.1(a)) and (y) none of the Comcast Group will solicit for employment any Comcast Native Employees who are Exempt Employees (other than with the prior written consent of the TWC Group or to comply with the provisions of Section 3.1(a)). Except for the employees holding job titles as of the date hereof listed on Schedule 3.1(k)(i) (as previously identified by name to the Comcast Group), in the case of the TWC Group, or Schedule 3.1(k)(ii) (as previously identified by name to the TWC Group), in the case of the Comcast Group, from the Closing until the first anniversary of the Closing, (x) none of the TWC Group will solicit [any TWC Native Employees (other than for the benefit of the TWC Native Systems or with the prior written consent of the Comcast Group, in each case, prior to the Closing or to comply with the provisions of Section 3.1(a)3.1(a)]for employment any TWC Native Employee who is then, or was at the time of resignation from the Comcast Group, an Exempt Employee of the Comcast Group (other than with the prior written consent of the Comcast Group) and (y) none of the Comcast Group will solicit [any Comcast Native Employees (other than for the benefit of Comcast Native Systems or]for employment any Comcast Native Employee who is then, or was at the time of resignation from the TWC Group, an Exempt Employee of the TWC Group (other than with the prior written consent of the TWC Group[, in each case, prior to the Closing or to comply with the provisions of Section 3.1(a))]); provided that no consent shall be required for any member of (A) the TWC Group to solicit for employment any TWC Native Employee whose employment was involuntarily terminated by the Comcast Group and (B) the Comcast Group to solicit for employment any Comcast Native Employee whose employment was involuntarily terminated by the TWC Group. (ii) Except for the employees holding the job titles as of the date hereof listed on Schedule 3.1(k)(i) (as previously identified by name to the Comcast Group) in the case of the TWC Group, or on Schedule 3.1(k)(ii) (as previously identified by name to the TWC Group) in the case of the Comcast Group, from the date hereof until the first anniversary of the Closing (x) none of the TWC Group will hire any TWC Native Employees who are Exempt Employees (other than with the prior written consent of the Comcast Group or to comply with the provisions of Section 3.1(a)) and (y) none of the Comcast Group will hire any Comcast Native Employees who are Exempt Employees (other than with the prior written consent of the TWC Group or to comply with the provisions of Section 3.1(a)); provided that no consent shall be required for any member of (A) the TWC Group to hire any TWC Native Employee whose employment was terminated by the TWC Group as a result of the permanent elimination of such Native Employee’s position, and (B) the Comcast Group to hire any Comcast Native Employee whose employment was terminated by the Comcast Group as a result of the permanent elimination of such Native Employee’s position. Except for the employees holding job titles as of the date hereof listed on Schedule 3.1(k)(i) (as previously identified by name to the Comcast Group), in the case of the TWC Group, or Schedule 3.1(k)(ii) (as previously identified by name to the TWC Group), in the case of the Comcast Group, from the Closing until the first anniversary of the Closing, (x) none of the TWC Group will hire any TWC Native [Employees (other than for the benefit of TWC Native Systems or with the prior written consent of the Comcast Group, in each case, prior to the Closing or to comply with the provisions of Section 3.1(a)3.1(a)]Employee who is then, or was at the time of resignation from the Comcast Group, an Exempt Employee of the Comcast Group (other than with the prior written consent of the Comcast Group) and (y) none of the Comcast Group will hire any Comcast Native [Employees (other than for the benefit of Comcast Native Systems or with the prior written consent of the TWC Group in each case, prior to the Closing or to comply with the provisions of Section 3.1(a3.1(a))]Employee who is then, or was at the time of resignation from the TWC Group, an Exempt Employee of the TWC Group (other than with the prior written consent of the TWC Group)); provided that no consent shall be required for any member of (A) the TWC Group to hire any TWC Native Employee including any Exempt Employee whose employment was involuntarily terminated by the Comcast Group and (B) the Comcast Group to hire any Comcast Native Employee including any Exempt Employee whose employment was involuntarily terminated by the TWC Group. (iii) Solely for purposes of this Section 3.1(k), "“TWC Native Employee" ” and "“Comcast Native Employee"”, as applicable, shall be applied so as to include any individual who as of any relevant date (which shall include the period from the date hereof through the Closing Date) would be a TWC Native Employee or Comcast Native Employee, as applicable, if the Closing Date occurred on such date. (iv) Notwithstanding the foregoing, advertising through mass media in which an offer of employment, if any, is available to the general public, such as magazines, newspapers and sponsorships of public events events, or advertising through a company website or intranet site or through any other website on the internet that is used for advertising or listing jobs, or other customary posting of a position that is simultaneously advertised on a company website or intranet site, in each case that is generally available to employees of the applicable Transferor Parent and its Affiliates, shall not be prohibited by this Section 3.1(k). Solely for purposes of this Section 3.1(k), Native Employees shall in no event include the beneficiary or dependent of any Native Employee unless such beneficiary or dependent is otherwise a Native Employee. (v) From the Closing Date until the first anniversary of the Closing, none of Transferee Parent or its Affiliates will hire any Retained Native Employees of Transferor Parent or its Affiliates. (vi) Retained Native Employees and employees listed on Schedule 3.1(k) (i) or (ii), as applicable, if hired or retained by Transferor or its Affiliates, shall be made available by Transferor for consultation and transitional services as reasonably requested by Transferee. The provision of any such services shall be in accordance with the terms of Section 6.8(a) hereof and shall not unreasonably interfere with such Retained Native Employee or employee listed on Schedule 3.1(k) (i) or (ii), as applicable, from performing any of such employee's ’s duties to the Transferor Parent or its Affiliates.

Non-Solicit Provisions. (i) Except for the employees holding the job titles as of the date hereof listed on Schedule 3.1(k)(i3.1(l)(i) (as previously identified by name to the Comcast GroupSubsidiary by Time Warner Cable), in the case of the TWC Group, or Schedule 3.1(k)(ii) (as previously identified by name to the TWC Group), in the case of the Comcast Group, from the date hereof of this Agreement (or, with respect to the Designated Systems, the Amendment Date) until the first anniversary of the Closing (x) none neither Time Warner Cable nor any of the TWC Group its Subsidiaries will solicit any TWC Native Transferred System Employees (other than for the benefit of the TWC Native Transferred Systems or with the prior written consent of the Comcast GroupSubsidiary, in each case, prior to the Closing or to comply with the provisions of Section 3.1(a)) and (y) none of the Comcast Group will solicit any Comcast Native Employees (other than for the benefit of Comcast Native Systems or with the prior written consent of the TWC Group, set forth in each case, prior to the Closing or to comply with the provisions of Section 3.1(a)). (ii) Except for the employees holding the job titles as of the date hereof listed on Schedule 3.1(k)(i3.1(l)(i) (as previously identified by name to the Comcast Group) in the case of the TWC Group, or on Schedule 3.1(k)(ii) (as previously identified Subsidiary by name to the TWC Group) in the case of the Comcast GroupTime Warner Cable), from the date hereof Amendment Date until the first anniversary of the Closing (x) none neither Time Warner Cable nor any of the TWC Group its Subsidiaries will hire any TWC Native Transferred System Employees (other than for the benefit of TWC Native the Transferred Systems or with the prior written consent of the Comcast GroupSubsidiary, in each case, prior to the Closing or to comply with the provisions of Section 3.1(a)) and (y) none of the Comcast Group will hire any Comcast Native Employees (other than for the benefit of Comcast Native Systems or with the prior written consent of the TWC Group set forth in each case, prior to the Closing or to comply with the provisions of Section 3.1(a)). (iii) Solely for purposes of this Section 3.1(k), "TWC Native Employee" and "Comcast Native Employee", as applicable, shall be applied so as to include any individual who as of any relevant date (which shall include the period from the date hereof through the Closing Date) would be a TWC Native Employee or Comcast Native Employee, as applicable, if the Closing Date occurred on such date. (iv) Notwithstanding the foregoing, advertising through mass media in which an offer of employment, if any, is available to the general public, such as magazines, newspapers and sponsorships of public events shall not be prohibited by this Section 3.1(k3.1(l). Solely for purposes of this Section 3.1(k3.1(l), Native Transferred System Employees shall in no event include the beneficiary or dependent of any Native Transferred System Employee unless such beneficiary or dependent is otherwise a Native Transferred System Employee. (viv) From the Closing Date until the first anniversary of the Closing, none of Transferee Parent Time Warner Cable or its Affiliates will hire any Retained Native Employees of Transferor Parent shall make available to Comcast Subsidiary or its Affiliates. (vi) Retained Native Employees and employees listed on Schedule 3.1(k) (i) or (ii), as applicable, if hired or retained by Transferor or its Affiliates, shall be made available by Transferor Affiliates for consultation and transitional services those employees holding the job titles as reasonably requested by Transferee. The provision of any such services shall be in accordance with the terms of Section 6.8(a) date hereof and shall not unreasonably interfere with such Retained Native Employee or employee listed on Schedule 3.1(k) (i) or (ii), as applicable, from performing any of such employee's duties to the Transferor or its Affiliates.3.1

Non-Solicit Provisions. (i) Except for the employees holding the job titles as of the date hereof (or, with respect to the Designated Systems, the Amendment Date) listed on Schedule 3.1(k)(i3.1(l)(i) (as previously identified by name to the Comcast GroupSubsidiary by Time Warner Cable), in the case of the TWC Group, or Schedule 3.1(k)(ii) (as previously identified by name to the TWC Group), in the case of the Comcast Group, from the date hereof of this Agreement (or, with respect to the Designated Systems, the Amendment Date) until the first anniversary of the Closing (x) none neither Time Warner Cable nor any of the TWC Group its Subsidiaries will solicit any TWC Native Transferred System Employees (other than for the benefit of the TWC Native Transferred Systems or with the prior written consent of the Comcast GroupSubsidiary, in each case, prior to the Closing or to comply with the provisions of Section 3.1(a)) and (y) none of the Comcast Group will solicit any Comcast Native Employees (other than for the benefit of Comcast Native Systems or with the prior written consent of the TWC Group, set forth in each case, prior to the Closing or to comply with the provisions of Section 3.1(a)). (ii) Except for the employees holding the job titles as of the date hereof (or, with respect to the Designated Systems, the Amendment Date) listed on Schedule 3.1(k)(i3.1(l)(i) (as previously identified by name to the Comcast Group) in the case of the TWC Group, or on Schedule 3.1(k)(ii) (as previously identified Subsidiary by name to the TWC Group) in the case of the Comcast GroupTime Warner Cable), from the date hereof Amendment Date until the first anniversary of the Closing (x) none neither Time Warner Cable nor any of the TWC Group its Subsidiaries will hire any TWC Native Transferred System Employees (other than for the benefit of TWC Native the Transferred Systems or with the prior written consent of the Comcast GroupSubsidiary, in each case, prior to the Closing or to comply with the provisions of Section 3.1(a)) and (y) none of the Comcast Group will hire any Comcast Native Employees (other than for the benefit of Comcast Native Systems or with the prior written consent of the TWC Group set forth in each case, prior to the Closing or to comply with the provisions of Section 3.1(a)). (iii) Solely for purposes of this Section 3.1(k), "TWC Native Employee" and "Comcast Native Employee", as applicable, shall be applied so as to include any individual who as of any relevant date (which shall include the period from the date hereof through the Closing Date) would be a TWC Native Employee or Comcast Native Employee, as applicable, if the Closing Date occurred on such date. (iv) Notwithstanding the foregoing, advertising through mass media in which an offer of employment, if any, is available to the general public, such as magazines, newspapers and sponsorships of public events shall not be prohibited by this Section 3.1(k3.1(l). Solely for purposes of this Section 3.1(k3.1(l), Native Transferred System Employees shall in no event include the beneficiary or dependent of any Native Transferred System Employee unless such beneficiary or dependent is otherwise a Native Transferred System Employee. (viv) From the Closing Date until the first anniversary of the Closing, none neither Comcast Subsidiary nor any of Transferee Parent or its Affiliates will hire any Retained Native Employees of Transferor Parent or its AffiliatesEmployees. (viv) Time Warner Cable or its Affiliates shall make available to Comcast Subsidiary or its Affiliates for consultation and transitional services Retained Native Employees and those employees holding the job titles as of the date hereof (or, with respect to the Designated Systems, the Amendment Date) listed on Schedule 3.1(k3.1(l)(i) (i) or (ii), as applicable, if hired or retained by Transferor Time Warner Cable or its AffiliatesAffiliates as permitted by this Section 3.1(l)), shall be made available by Transferor for consultation and transitional services as reasonably requested by TransfereeComcast Subsidiary or its Affiliates. The provision of any such services shall be in accordance with the terms of Section 6.8(a) 7.9 hereof and shall not unreasonably interfere with such Retained Native Employee or employee listed on Schedule 3.1(k) (i) or (ii), as applicable, from performing the performance of any of such employee's duties to the Transferor Time Warner Cable or its Affiliates. (vi) Solely for purposes of this Section 3.1(l), "Transferred System Employee" shall be applied so as to include any individual who as of any relevant date (which shall include the period from the date hereof (or, with respect to employees of the Designated Systems, the Amendment Date) through the Closing Date) would be a Transferred System Employee if the Closing Date occurred on such date.

Non-Solicit Provisions. (i) Except for the employees holding job titles as of the date hereof listed on Schedule 3.1(k)(i) (as previously identified by name to the Comcast Group), in the case of the TWC Group, or Schedule 3.1(k)(ii) (as previously identified by name to the TWC Group), in the case of the Comcast Group, from the date hereof until the first anniversary of the Closing (x) none of the TWC Group will solicit any TWC Native Employees (other than for the benefit of the TWC Native Systems or with the prior written consent of the Comcast Group, in each case, prior to the Closing or to comply with the provisions of Section 3.1(a)) and (y) none of the Comcast Group will solicit any Comcast Native Employees (other than for the benefit of Comcast Native Systems or with the prior written consent of the TWC Group, in each case, prior to the Closing or to comply with the provisions of Section 3.1(a))) . (ii) Except for the employees holding the job titles as of the date hereof listed on Schedule 3.1(k)(i) (as previously identified by name to the Comcast Group) in the case of the TWC Group, or on Schedule 3.1(k)(ii) (as previously identified by name to the TWC Group) in the case of the Comcast Group, from the date hereof until the first anniversary of the Closing (x) none of the TWC Group will hire any TWC Native Employees (other than for the benefit of TWC Native Systems or with the prior written consent of the Comcast Group, in each case, prior to the Closing or to comply with the provisions of Section 3.1(a)) and (y) none of the Comcast Group will hire any Comcast Native Employees (other than for the benefit of Comcast Native Systems or with the prior written consent of the TWC Group in each case, prior to the Closing or to comply with the provisions of Section 3.1(a))) . (iii) Solely for purposes of this Section 3.1(k), "“TWC Native Employee" ” and "“Comcast Native Employee"”, as applicable, shall be applied so as to include any individual who as of any relevant date (which shall include the period from the date hereof through the Closing Date) would be a TWC Native Employee or Comcast Native Employee, as applicable, if the Closing Date occurred on such date. (iv) Notwithstanding the foregoing, advertising through mass media in which an offer of employment, if any, is available to the general public, such as magazines, newspapers and sponsorships of public events shall not be prohibited by this Section 3.1(k)) . Solely for purposes of this Section 3.1(k), Native Employees shall in no event include the beneficiary or dependent of any Native Employee unless such beneficiary or dependent is otherwise a Native Employee. (v) From the Closing Date until the first anniversary of the Closing, none of Transferee Parent or its Affiliates will hire any Retained Native Employees of Transferor Parent or its Affiliates. (vi) Retained Native Employees and employees listed on Schedule 3.1(k) (i) or (ii), as applicable, if hired or retained by Transferor or its Affiliates, shall be made available by Transferor for consultation and transitional services as reasonably requested by Transferee. The provision of any such services shall be in accordance with the terms of Section 6.8(a) hereof and shall not unreasonably interfere with such Retained Native Employee or employee listed on Schedule 3.1(k) (i) or (ii), as applicable, from performing any of such employee's ’s duties to the Transferor or its Affiliates.

Non-Solicit Provisions. (i) Except for the employees holding the job titles as of the date hereof listed on Schedule 3.1(k)(i3.1(l)(i) (as previously identified by name to the Comcast GroupSubsidiary by Time Warner Cable), in the case of the TWC Group, or Schedule 3.1(k)(ii) (as previously identified by name to the TWC Group), in the case of the Comcast Group, from the date hereof of this Agreement (or, with respect to the Designated Systems, the Amendment Date) until the first anniversary of the Closing (x) none neither Time Warner Cable nor any of the TWC Group its Subsidiaries will solicit any TWC Native Transferred System Employees (other than for the benefit of the TWC Native Transferred Systems or with the prior written consent of the Comcast GroupSubsidiary, in each case, prior to the Closing or to comply with the provisions of Section 3.1(a)) and (y) none of the Comcast Group will solicit any Comcast Native Employees (other than for the benefit of Comcast Native Systems or with the prior written consent of the TWC Group, set forth in each case, prior to the Closing or to comply with the provisions of Section 3.1(a)). (ii) Except for the employees holding the job titles as of the date hereof listed on Schedule 3.1(k)(i3.1(l)(i) (as previously identified by name to the Comcast Group) in the case of the TWC Group, or on Schedule 3.1(k)(ii) (as previously identified Subsidiary by name to the TWC Group) in the case of the Comcast GroupTime Warner Cable), from the date hereof Amendment Date until the first anniversary of the Closing (x) none neither Time Warner Cable nor any of the TWC Group its Subsidiaries will hire any TWC Native Transferred System Employees (other than for the benefit of TWC Native the Transferred Systems or with the prior written consent of the Comcast GroupSubsidiary, in each case, prior to the Closing or to comply with the provisions of set forth in Section 3.1(a)) and (y) none of the Comcast Group will hire any Comcast Native Employees (other than for the benefit of Comcast Native Systems or with the prior written consent of the TWC Group in each case, prior to the Closing or to comply with the provisions of Section 3.1(a))... (iii) Solely for purposes of this Section 3.1(k), "TWC Native Employee" and "Comcast Native Employee", as applicable, shall be applied so as to include any individual who as of any relevant date (which shall include the period from the date hereof through the Closing Date) would be a TWC Native Employee or Comcast Native Employee, as applicable, if the Closing Date occurred on such date. (iv) Notwithstanding the foregoing, advertising through mass media in which an offer of employment, if any, is available to the general public, such as magazines, newspapers and sponsorships of public events shall not be prohibited by this Section 3.1(k3.1(l). Solely for purposes of this Section 3.1(k3.1(l), Native Transferred System Employees shall in no event include the beneficiary or dependent of any Native Transferred System Employee unless such beneficiary or dependent is otherwise a Native Transferred System Employee. (viv) From the Closing Date until the first anniversary of the Closing, none of Transferee Parent Time Warner Cable or its Affiliates will hire any Retained Native Employees of Transferor Parent shall make available to Comcast Subsidiary or its Affiliates. (vi) Retained Native Employees Affiliates for consultation and transitional services those employees holding the job titles as of the date hereof listed on Schedule 3.1(k3.1(l)(i) (i) or (ii), as applicable, if hired or retained by Transferor Time Warner Cable or its AffiliatesAffiliates as permitted by this Section 3.1(l)), shall be made available by Transferor for consultation and transitional services as reasonably requested by TransfereeComcast Subsidiary or its Affiliates. The provision of any such services shall be in accordance with the terms of Section 6.8(a) 7.9 hereof and shall not unreasonably interfere with such Retained Native Employee or employee listed on Schedule 3.1(k) (i) or (ii), as applicable, from performing the performance of any of such employee's ’s duties to the Transferor Time Warner Cable or its Affiliates. (v) Solely for purposes of this Section 3.1(l), “Transferred System Employee” shall be applied so as to include any individual who as of any relevant date (which shall include the period from the date hereof (or, with respect to employees of the Designated Systems, the Amendment Date) through the Closing Date) would be a Transferred System Employee if the Closing Date occurred on such date.