Examples of Xxxx Foods Group in a sentence
Pursuant to Article XI of the Employee Matters Agreement, all liabilities accrued under the Xxxx Foods EDCP and Xxxx Foods SERP related to WhiteWave Employees and Former WhiteWave Employees shall be retained by, and remain the sole responsibility of, the appropriate member of the Xxxx Foods Group (all capitalized terms shall have the meaning ascribed to them in the Employee Matters Agreement).
WhiteWave shall hold Xxxx Foods harmless for any penalty, addition to Tax or interest payable by any member of the Xxxx Foods Group as a result of any such event.
Xxxx Foods and WhiteWave shall cooperate in determining how the accrual or payment of such liabilities by the Xxxx Foods Group shall be reported for Tax purposes.
Except as provided in this Section 2.1, each member of the Xxxx Foods Group and each member of the WhiteWave Group shall be responsible for the Liabilities arising with respect to the employment by any member of the Xxxx Foods Group or the WhiteWave Group of (i) each person in its employment immediately following the IPO, and (ii) each person whose last employment with any member of the Xxxx Foods Group and the WhiteWave Group (whether ending before or after the IPO) was with such entity.
Awards under the Xxxx Foods Executive Retention Plan that are payable based upon the achievement of performance criteria through the end of 2012 (a “2012 Retention Award”) shall be made in accordance with its terms, treating employment with WhiteWave as though it were employment with the Xxxx Foods Group.
WhiteWave shall, and WhiteWave shall cause its respective Group Members and its and their respective Representatives to, hold in strict confidence the confidential and proprietary Information of third Persons to which any WhiteWave Group Member has access, in accordance with the terms of any agreements entered into prior to the Contribution Closing between Xxxx Foods Group Members (whether acting through, on behalf of, or in connection with, the WhiteWave Business) and such third Persons.
Except as otherwise contemplated by this Agreement or any Ancillary Document, prior to the Distribution Date, the parties, at WhiteWave’s expense, shall remove (or, if necessary, on an interim basis cover up) any and all exterior and interior signs and identifiers on any WhiteWave Asset that refer or pertain to any Xxxx Foods Group Member or the Xxxx Foods Business, or on any Xxxx Foods Asset that refer or pertain to WhiteWave or the WhiteWave Business.
In addition, WhiteWave shall retain the right to modify, amend, alter or terminate the terms of any WhiteWave Welfare Plan to the same extent that Xxxx Foods or another member of the Xxxx Foods Group had such rights under the corresponding Xxxx Foods Welfare Plan.
WhiteWave acknowledges and agrees that from and after the Distribution Date (i) no Xxxx Foods Group Member shall purchase or maintain, or cause to be purchased or maintained, any insurance policy for the protection of WhiteWave, its Covered Subsidiaries, any WhiteWave Group Member or any of their respective directors and officers, and (ii) the WhiteWave Group (including WhiteWave and its Covered Subsidiaries) shall purchase insurance coverage sufficient to protect its interests.
In the event that any Action is instituted (or threatened to be instituted) relating to this Agreement or any of the transactions contemplated hereby (other than any such Action solely between one or more Xxxx Foods Group Members and one or more WhiteWave Group Members), each party shall, and shall cause its respective Groups to, reasonably cooperate with each other in the defense of such Action.