Common use of Spinco Group Employees and Employee-Related Liabilities Clause in Contracts

Spinco Group Employees and Employee-Related Liabilities. Except as otherwise set forth in this Agreement and subject to applicable Law, prior to the Distribution, each Harbor Entity and Spinco Entity shall have taken such actions, if any, as are necessary to ensure that each Spinco Group Employee, whether or not actively working at the time of the Distribution, is employed by a Spinco Entity effective not later than the Distribution, provided, that, with respect to Spinco Group Employees located outside of the United States, subject to applicable Law, such transfer, if any, shall occur by the Distribution or as soon as commercially reasonable thereafter, and, in furtherance thereof, the parties shall cooperate reasonably and in good faith to give effect to this covenant with respect to those Spinco Group Employees who are currently employed outside of the United States by a Harbor Entity in jurisdictions in which there is no Spinco Entity. If, despite its commercially reasonable efforts, Harbor identifies, after the Distribution, an employee who was inadvertently not employed by a Spinco Entity as of the Distribution, Harbor shall promptly notify Spinco or its successor, as applicable, of such fact, and the employment of such individual shall be transferred from a Harbor Entity to a Spinco Entity as soon as commercially reasonable thereafter in accordance with applicable Law. Any individual so transferred shall, from the effective date of such transfer, be deemed a Spinco Group Employee under this Agreement. Each of the Parties agrees to execute such documentation and take such other actions, and, if necessary to comply with applicable Law, to seek to have the applicable employees and/or their representatives execute such documentation or take such other actions, if any, as may be necessary to effect the assignment and transfer of employment to a Spinco Entity as described herein; provided, that the failure of a Spinco Group Employee to execute any such documentation or take any such action shall not prevent such Spinco Group Employee from being transferred to a Spinco Entity unless otherwise required under applicable Law. Any employee who Harbor intends to retain as an employee of a Harbor Entity on or following the Distribution are collectively referred to herein as the “Harbor Retained Employees.” The Harbor Entities shall assume or retain all employment-related Liabilities related to the Harbor Retained Employees and Harbor Former Employees, regardless of whether such Liability arises prior to, on, or after the Distribution. Subject to Section 3.1 hereof and except as otherwise specifically provided in this Agreement or Section 6.25 of the Merger Agreement, the Spinco Entities shall automatically assume and/or retain all Liabilities to or relating to (i) Spinco Group Employees and Spinco Former Employees (other than with respect to payments to or relating to the Spinco Group Employees payable, or that have accrued or been incurred, under any applicable Harbor Benefit Plans for the time period prior to the Distribution Date), (ii) Spinco Dedicated Benefit Plans, and (iii) Voyager Benefit Plans, in each case, unless otherwise provided in this Section 2.1(a), regardless of whether such Liability arises prior to, on or after the Distribution (including without limitation, but subject to applicable Law, with respect to the Spinco Entities’ non-U.S. operations). In addition, and for the avoidance of doubt, the Spinco Entities shall assume or retain any Liabilities for severance, termination, redundancy, retention or similar types of compensation or benefits payable to any Spinco Group Employee arising out of the transfer of employment from the applicable Harbor Entity to a Spinco Entity as described in this Section 2.1(a) (it being the intention of the Harbor Entities that no such liability shall arise out of any such transfer).

Spinco Group Employees and Employee-Related Liabilities. Except as otherwise set forth in this Agreement and subject to applicable LawAgreement, prior to the Distribution, Distribution each Harbor Entity and Spinco IP Entity shall have taken such actions, if any, actions as are necessary to ensure that each Spinco Group Employee, whether or not actively working at the time of on the Distribution, is employed by a Spinco Entity effective not later than the Distribution, provided, that, with respect to Spinco Group Employees located outside of the United States, subject to applicable Law, such transfer, if any, shall occur by the Distribution or as soon as commercially reasonable thereafter, and, in furtherance thereof, the parties shall cooperate reasonably and in good faith to give effect to this covenant with respect to those Spinco Group Employees Employee who are currently employed outside of the United States by a Harbor an IP Entity in jurisdictions in which there is no Spinco Entity. If, despite its commercially reasonable best efforts, Harbor IP identifies, after the Distribution, an employee who was inadvertently not employed by a Spinco Entity as of the Distribution, Harbor IP shall promptly notify Spinco or its successor, as applicable, of such fact, and the employment of such individual shall be transferred from a Harbor an IP Entity to a Spinco Entity as soon as commercially reasonable thereafter in accordance with applicable Lawreasonably practicable thereafter. Any individual so transferred shall, from the effective date of such transfer, be deemed a Spinco Group Employee under this Agreement. Each of the Parties agrees to execute such documentation and take such other actionsexecute, and, if necessary to comply with applicable Law, to seek to have the applicable employees and/or their representatives execute execute, such documentation or take such other actionsdocumentation, if any, as may be necessary to effect reflect the assignment and transfer of employment to a Spinco Entity as described herein; provided, that the failure of a Spinco Group Employee to execute any such documentation or take any such action shall not prevent such Spinco Group Employee from being transferred to a Spinco Entity unless otherwise required under applicable Law. Any employee who Harbor intends is intended to retain as remain an employee of a Harbor Entity the IP Group on or following the Distribution (including, but not limited to, identified on Annex A) are collectively referred to herein as the “Harbor IP Retained Employees.” The Harbor Entities IP Group shall assume or retain all employment-related Liabilities related to the Harbor IP Retained Employees and Harbor Former Employees, regardless of whether such Liability arises prior to, on, or after the Distribution. Subject to Section 3.1 hereof and except as otherwise specifically provided in Other than those Liabilities expressly assumed or retained by IP under this Agreement or Section 6.25 of the Merger Contribution and Distribution Agreement, the Spinco Entities Group shall automatically assume and/or or retain all employment-related Liabilities to or relating to (i) Spinco Group Employees and Spinco Former Employees (other than with respect to payments to or relating related to the Spinco Group Employees payable, or that have accrued or been incurred, under any applicable Harbor Benefit Plans for the time period prior to the Distribution Date), (ii) Spinco Dedicated Benefit Plans, and (iii) Voyager Benefit Plans, in each case, unless otherwise provided in this Section 2.1(a), regardless of whether such Liability arises prior to, on or after the Distribution (including without limitation, but subject to applicable Law, limitation with respect to the Spinco Entities’ non-U.S. Group’s Mexican operations). In addition, and for the avoidance of doubt, the Spinco Entities IP Group shall assume or retain any Liabilities for severance, termination, redundancyseparation, retention or similar types of compensation or benefits payable to any Spinco Group Employee arising out of the transfer of employment from the applicable Harbor Entity IP Group to a Spinco Entity as described in this Section 2.1(a) (it being the intention of the Harbor Entities IP Group that no such liability shall arise out of any such transfer). Liabilities in respect of Former Employees, to the extent not expressly assumed or retained by one of the Parties under this Agreement, shall be allocated as provided in the Contribution and Distribution Agreement.

Spinco Group Employees and Employee-Related Liabilities. Except as otherwise set forth in this Agreement and subject to applicable Law, prior to the Distribution, each Harbor Entity and Spinco Entity shall have taken such actions, if any, as are necessary to ensure that each Spinco Group Employee, whether or not actively working at the time of the Distribution, is employed by a Spinco Entity effective not later than the Distribution, provided, Confidential Treatment Requested by HS Spinco, Inc. Pursuant to 17 C.F.R. Section 200.83 that, with respect to Spinco Group Employees located outside of the United States, subject to applicable Law, such transfer, if any, shall occur by the Distribution or as soon as commercially reasonable thereafter, and, in furtherance thereof, the parties shall cooperate reasonably and in good faith to give effect to this covenant with respect to those Spinco Group Employees who are currently employed outside of the United States by a Harbor Entity in jurisdictions in which there is no Spinco Entity. If, despite its commercially reasonable efforts, Harbor identifies, after the Distribution, an employee who was inadvertently not employed by a Spinco Entity as of the Distribution, Harbor shall promptly notify Spinco or its successor, as applicable, of such fact, and the employment of such individual shall be transferred from a Harbor Entity to a Spinco Entity as soon as commercially reasonable thereafter in accordance with applicable Law. Any individual so transferred shall, from the effective date of such transfer, be deemed a Spinco Group Employee under this Agreement. Each of the Parties agrees to execute such documentation and take such other actions, and, if necessary to comply with applicable Law, to seek to have the applicable employees and/or their representatives execute such documentation or take such other actions, if any, as may be necessary to effect the assignment and transfer of employment to a Spinco Entity as described herein; provided, that the failure of a Spinco Group Employee to execute any such documentation or take any such action shall not prevent such Spinco Group Employee from being transferred to a Spinco Entity unless otherwise required under applicable Law. Any employee who Harbor intends to retain as an employee of a Harbor Entity on or following the Distribution are collectively referred to herein as the “Harbor Retained Employees.” The Harbor Entities shall assume or retain all employment-related Liabilities related to the Harbor Retained Employees and Harbor Former Employees, regardless of whether such Liability arises prior to, on, or after the Distribution. Subject to Section 3.1 hereof and except as otherwise specifically provided in this Agreement or Section 6.25 of the Merger Agreement, the Spinco Entities shall automatically assume and/or retain all Liabilities to or relating to (i) Spinco Group Employees and Spinco Former Employees (other than with respect to payments to or relating to the Spinco Group Employees payable, or that have accrued or been incurred, under any applicable Harbor Benefit Plans for the time period prior to the Distribution Date), (ii) Spinco Dedicated Benefit Plans, and (iii) Voyager Benefit Plans, in each case, unless otherwise provided in this Section 2.1(a), regardless of whether such Liability arises prior to, on or after the Distribution (including without limitation, but subject to applicable Law, with respect to the Spinco Entities’ non-U.S. operations). In addition, and for the avoidance of doubt, the Spinco Entities shall assume or retain any Liabilities for severance, termination, redundancy, retention or similar types of compensation or benefits payable to any Spinco Group Employee arising out of the transfer of employment from the applicable Harbor Entity to a Spinco Entity as described in this Section 2.1(a) (it being the intention of the Harbor Entities that no such liability shall arise out of any such transfer).