Common use of Spinco Delayed Transfer Employees Clause in Contracts

Spinco Delayed Transfer Employees. In the case of a SpinCo Employee who is employed by a member of the Parent Group as of immediately prior to the Effective Time and whose employment cannot commence with, or be transferred to, the SpinCo Group or whose transfer of employment to the SpinCo Group is otherwise delayed (a “SpinCo Delayed Transfer Employee”), the Parties shall cooperate in good faith to cause such SpinCo Delayed Transfer Employee to provide services to the SpinCo Group while remaining employed by the Parent Group until such time as such SpinCo Delayed Transfer Employee’s employment can be transferred to the SpinCo Group or otherwise terminates with the Parent Group. The Parties shall cooperate in good faith to cause each SpinCo Delayed Transfer Employee to commence employment with a member of the SpinCo Group as soon as reasonably practicable following the Closing Date as permitted by applicable Law in such a manner that, to the maximum extent practical, does not trigger the right of such SpinCo Employee to redundancy, severance, termination or similar pay and is otherwise consistent with the terms and conditions of this Agreement and applicable Law or Labor Agreement. In respect of the SpinCo Delayed Transfer Employees, unless otherwise specified, references to “Effective Time” and “Distribution Date” shall be treated as references to the first date and time at which the applicable SpinCo Delayed Transfer Employee’s employment commences with or transfers to a member of the SpinCo Group. Notwithstanding the delayed transfer of a SpinCo Delayed Transfer Employee, from and after the Effective Time or, if earlier, the date of the applicable SpinCo Delayed Transfer Employee’s termination of employment (the “SpinCo Delayed Employment Period”), any Liability related to a SpinCo Delayed Transfer Employee in respect of the SpinCo Delayed Employment Period (including with respect to compensation and benefits paid by Parent) shall be considered a SpinCo Liability; provided that, during such period, the SpinCo Group shall receive the benefit of such SpinCo Delayed Transfer Employee’s services.

Spinco Delayed Transfer Employees. In Notwithstanding the foregoing, in the case of a SpinCo Spinco Employee who is not employed by a member of the Parent Spinco Group as of immediately prior to the Effective Time Distribution Date and whose employment cannot commence with, or be transferred to, the SpinCo Spinco Group pursuant to Section 4.01(b) or whose transfer of employment to the SpinCo Spinco Group is otherwise delayed (a “SpinCo Spinco Delayed Transfer Employee”), the Parties shall cooperate in good faith to cause such SpinCo Spinco Delayed Transfer Employee to provide services to the SpinCo Spinco Group while remaining employed by the Parent Pluto Group until such time as such SpinCo Spinco Delayed Transfer Employee’s employment can be transferred to the SpinCo Spinco Group or otherwise terminates with the Parent Pluto Group. The Parties shall cooperate in good faith to cause each SpinCo Spinco Delayed Transfer Employee to commence employment with a member of the SpinCo Spinco Group as soon as reasonably practicable following the Closing Distribution Date as permitted by applicable Law in such a manner that, to the maximum extent practical, does not trigger the right of such SpinCo Spinco Employee to redundancy, severance, termination or similar pay and is otherwise consistent with the terms and conditions of this Agreement, Section 8.18 of the Business Combination Agreement and applicable Law or Labor Agreement. In respect of the SpinCo Spinco Delayed Transfer Employees, unless otherwise specified, references to “Effective TimeDistribution Date” and “Distribution DateTime” in this Agreement shall be treated as references to the first date and time at which the applicable SpinCo Spinco Delayed Transfer Employee’s employment commences with or transfers to a member of the SpinCo Spinco Group. Notwithstanding the delayed transfer of a SpinCo Spinco Delayed Transfer Employee, from and after the Effective Time Distribution Date or, if earlier, the date of the applicable SpinCo Spinco Delayed Transfer Employee’s termination of employment (the “SpinCo Spinco Delayed Employment Period”), any Liability related to a SpinCo Spinco Delayed Transfer Employee in respect of the SpinCo Spinco Delayed Employment Period (including with respect to compensation and benefits paid by ParentPluto) shall be considered a SpinCo Spinco Liability; provided that, during such period, the SpinCo Spinco Group shall receive the benefit of such SpinCo Spinco Delayed Transfer Transferred Employee’s services.

Spinco Delayed Transfer Employees. In Notwithstanding the foregoing, in the case of a SpinCo Spinco Employee who is not employed by a member of the Parent Spinco Group as of immediately prior to the Effective Time Distribution Date and whose employment cannot commence with, or be transferred to, the SpinCo Spinco Group pursuant to Section 4.01(b) or whose transfer of employment to the SpinCo Spinco Group is otherwise delayed (a “SpinCo Spinco Delayed Transfer Employee”), the Parties shall cooperate in good faith to cause such SpinCo Spinco Delayed Transfer Employee to provide services to the SpinCo Spinco Group while remaining employed by the Parent Pluto Group until such time as such SpinCo Spinco Delayed Transfer Employee’s employment can be transferred to the SpinCo Spinco Group or otherwise terminates with the Parent Pluto Group. The Parties shall cooperate in good faith to cause each SpinCo Spinco Delayed Transfer Employee to commence employment with a member of the SpinCo Spinco Group as soon as reasonably practicable following the Closing Distribution Date as permitted by applicable Law in such a manner that, to the maximum extent practical, does not trigger the right of such SpinCo Spinco Employee to redundancy, severance, termination or similar pay and is otherwise consistent with the terms and conditions of this Agreement, Section 8.18 of the Business Combination Agreement and applicable Law or Labor Agreement. In respect of the SpinCo Spinco Delayed Transfer Employees, unless otherwise specified, references to “Effective TimeDistribution Date” and “Distribution DateTime” in this Agreement shall be treated as references to the first date and time at which the applicable SpinCo Spinco Delayed Transfer Employee’s employment commences with or transfers to a member of the SpinCo GroupSpinco Group (the “Spinco Delayed Transfer Employee Transfer Date”). Notwithstanding the delayed transfer of a SpinCo Spinco Delayed Transfer Employee, from and after the Effective Time Distribution Date or, if earlier, the date of the applicable SpinCo Spinco Delayed Transfer Employee’s termination of employment (the “SpinCo Spinco Delayed Employment Period”), any Liability related to a SpinCo Spinco Delayed Transfer Employee in respect of the SpinCo Spinco Delayed Employment Period (including with respect to compensation and benefits paid by ParentPluto) shall be considered a SpinCo Spinco Liability; provided that, during such period, the SpinCo Spinco Group shall receive the benefit of such SpinCo Spinco Delayed Transfer Employee’s services; provided further, that if, pursuant to the NEB Agreement or other agreements between the Parties, the Spinco Group bears any Liabilities contemplated by this Section 4.01(d), the Spinco Group shall not be required to provide duplicative reimbursement of, or otherwise compensate the Pluto Group for, such Liabilities under this Section 4.01(d).