Common use of Restrictive Covenants in Employment and Other Agreements Clause in Contracts

Restrictive Covenants in Employment and Other Agreements. To the fullest extent permitted by the agreements described in this Section 13.4 and applicable Law, IR shall assign, or cause an applicable member of the IR Group to assign, to Allegion or a member of the Allegion Group, as designated by Allegion, all agreements containing restrictive covenants (including confidentiality, non-competition and non-solicitation provisions) between a member of the IR Group and an Allegion Group Employee, with such assignment to be effective as of the Effective Time. To the extent that assignment of such agreements is not permitted, effective as of the Effective Time, each member of the Allegion Group shall be considered to be a successor to each member of the IR Group for purposes of, and a third-party beneficiary with respect to, all agreements containing restrictive covenants (including confidentiality, non-competition and non-solicitation provisions) between a member of the IR Group and an Allegion Group Employee, such that each member of the Allegion Group shall enjoy all the rights and benefits under such agreements (including rights and benefits as a third-party beneficiary), with respect to the business operations of the Allegion Group; provided, however, that in no event shall IR be permitted to enforce such restrictive covenant agreements against Allegion Group Employees for action taken in their capacity as employees of a member of the Allegion Group.

Restrictive Covenants in Employment and Other Agreements. To the fullest extent permitted by the agreements described in this Section 13.4 14.2 and applicable Law, IR Exelis shall assign, or cause an applicable member of the IR Exelis Group to assign, to Allegion Vectrus or a member of the Allegion Vectrus Group, as designated by AllegionVectrus, all agreements containing restrictive covenants (including confidentiality, non-competition and non-solicitation provisions) between a member of the IR Exelis Group and an Allegion a Vectrus Group Employee, with such assignment to be effective as of the Effective Time. To the extent that assignment of such agreements is not permitted, effective as of the Effective Time, each member of the Allegion Vectrus Group shall be considered to be a successor to each member of the IR Exelis Group for purposes of, and a third-party beneficiary with respect to, all agreements containing restrictive covenants (including confidentiality, non-competition and non-solicitation provisions) between a member of the IR Exelis Group and an Allegion a Vectrus Group Employee, such that each member of the Allegion Vectrus Group shall enjoy all the rights and benefits under such agreements (including rights and benefits as a third-party beneficiary), with respect to the business operations of the Allegion Vectrus Group; provided, however, that in no event shall IR Exelis be permitted to enforce such restrictive covenant agreements against Allegion Vectrus Group Employees for action taken in their capacity as employees of a member of the Allegion Vectrus Group; provided, further, that for three years following the Effective Time, Exelis and Vectrus shall not be considered competitors under any non-competition provision applicable to any Exelis Group Employee or Vectrus Group Employee.

Restrictive Covenants in Employment and Other Agreements. To the fullest extent permitted by the agreements described in this Section 13.4 12.3 and applicable Law, IR Huntsman shall assign, or cause an applicable member of the IR Huntsman Group to assignassign (including through notification to employees, as applicable), to Allegion Venator or a member of the Allegion Venator Group, as designated by AllegionVenator, all agreements containing restrictive covenants (including confidentiality, non-competition and non-solicitation provisions) between a member of the IR Huntsman Group and an Allegion a Venator Group Employee, with such assignment to be effective as of the Effective TimePlan Transfer Date (or later Employee Transfer Date). To the extent that assignment of such agreements is not permitted, effective as of the Effective TimePlan Transfer Date (or later Employee Transfer Date), each member of the Allegion Venator Group shall be considered to be a successor to each member of the IR Huntsman Group for purposes of, and a third-party beneficiary with respect to, all agreements containing restrictive covenants (including confidentiality, non-competition and non-solicitation provisions) between a member of the IR Huntsman Group and an Allegion a Venator Group Employee, such that each member of the Allegion Venator Group shall enjoy all the rights and benefits under such agreements (including rights and benefits as a third-party beneficiary), with respect to the business operations of the Allegion Venator Group; provided, however, that in no event shall IR Huntsman be permitted to enforce such restrictive covenant agreements against Allegion Venator Group Employees for action taken in their capacity as employees of a member of the Allegion Venator Group.