Common use of SpinCo Welfare Plans Clause in Contracts

SpinCo Welfare Plans. Without limiting the generality of Section 2.07, effective as of the Local Transfer Date or such other date as agreed to between Nuance and SpinCo, which need not be the same for each Welfare Plan (such applicable date, the “Welfare Plan Date”), SpinCo shall establish Welfare Plans (collectively, the “SpinCo Welfare Plans”) to provide welfare benefits to the SpinCo Employees (and their dependents and beneficiaries) in each applicable jurisdiction and, as of the applicable Welfare Plan Date, each SpinCo Employee (and his or her dependents and beneficiaries) shall cease active participation in the corresponding Nuance Welfare Plan. For the avoidance of doubt, for purposes of this ARTICLE 6, the term “SpinCo Employee” shall be deemed to include each Former SpinCo Employee who was receiving welfare benefits in connection with his or her termination of employment from a member of the Nuance Group or the SpinCo Group as of the applicable Welfare Plan Date. Notwithstanding the foregoing, to the extent that Nuance determines that the aforementioned provision of welfare benefits by SpinCo to a Former SpinCo Employee is not feasible, such Former SpinCo Employee may continue active participation in the corresponding Nuance Welfare Plan after the Welfare Plan Date, and SpinCo shall reimburse the Nuance Group for all Liabilities associated with such Former SpinCo Employee after the Welfare Plan Date.

Appears in 3 contracts

Samples: Employee Matters Agreement (Cerence Inc.), Employee Matters Agreement (Nuance Communications, Inc.), Employee Matters Agreement (Cerence LLC)

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SpinCo Welfare Plans. Without limiting the generality of Section 2.072.06, effective as of the Local Transfer Date Distribution or such other later date as agreed to between Nuance Honeywell and SpinCo, which need not be SpinCo in accordance with the same for each Welfare Plan TSA (such applicable date, the “Welfare Plan Date”), SpinCo shall establish Welfare Plans (collectively, the “SpinCo Welfare Plans”) to provide welfare benefits to the SpinCo Employees (and their dependents and beneficiaries) in each applicable jurisdiction and, and as of the applicable Welfare Plan Date, each SpinCo Employee (and his or her dependents and beneficiaries) shall cease active participation in the corresponding Nuance Honeywell Welfare Plan. For the avoidance of doubt, for purposes of this ARTICLE 6, the term “SpinCo EmployeeEmployees” shall be deemed to include each any Former SpinCo Employee who was receiving welfare benefits in connection with his or her termination of employment from a member of the Nuance Honeywell Group or the SpinCo Group as of the applicable Welfare Plan Date. Notwithstanding the foregoing, to the extent that Nuance Honeywell determines that the aforementioned provision of welfare benefits by SpinCo to a Former SpinCo Employee is not feasible, such Former SpinCo Employee may continue active participation in the corresponding Nuance Honeywell Welfare Plan after the Welfare Plan Date, Date and SpinCo shall reimburse the Nuance Honeywell Group for all any Liabilities associated with such Former SpinCo Employee after the Welfare Plan Date.

Appears in 2 contracts

Samples: Employee Matters Agreement (Resideo Technologies, Inc.), Employee Matters Agreement (Resideo Technologies, Inc.)

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SpinCo Welfare Plans. Without limiting the generality of Section 2.072.06, effective as of the Local Transfer Date Distribution or such other later date as agreed to between Nuance Honeywell and SpinCo, which need not be SpinCo in accordance with the same for each Welfare Plan TSA (such applicable date, the “Welfare Plan Date”), SpinCo shall establish Welfare Plans (collectively, the “SpinCo Welfare Plans”) to provide welfare benefits to the SpinCo Employees (and their dependents and beneficiaries) in each applicable jurisdiction and, as of the applicable Welfare Plan Date, each SpinCo Employee (and his or her dependents and beneficiaries) shall cease active participation in the corresponding Nuance Honeywell Welfare Plan. For the avoidance of doubt, for purposes of this ARTICLE 6, the term “SpinCo EmployeeEmployees” shall be deemed to include each any Former SpinCo Employee who was receiving welfare benefits in connection with his or her termination of employment from a member of the Nuance Honeywell Group or the SpinCo Group as of the applicable Welfare Plan Date. Notwithstanding the foregoing, to the extent that Nuance Honeywell determines that the aforementioned provision of welfare benefits by SpinCo to a Former SpinCo Employee is not feasible, such Former SpinCo Employee may continue active participation in the corresponding Nuance Honeywell Welfare Plan after the Welfare Plan Date, Date and SpinCo shall reimburse the Nuance Honeywell Group for all any Liabilities associated with such Former SpinCo Employee after the Welfare Plan Date.

Appears in 1 contract

Samples: Employee Matters Agreement (Garrett Motion Inc.)

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