Common use of Assignment by ▇▇▇▇▇▇ Clause in Contracts

Assignment by ▇▇▇▇▇▇. To the extent necessary, Parent shall assign, or cause an applicable member of the Parent Group to assign, to SpinCo or another member of the SpinCo Group, as designated by SpinCo, all Individual Agreements, with such assignment to be effective as of no later than the Effective Time; provided, however, that, to the extent that assignment of any such Individual Agreement is not permitted by the terms of such agreement or by applicable Law, effective as of the Effective Time, each member of the SpinCo Group shall be considered to be a successor to each member of the Parent Group for purposes of, and a third-party beneficiary with respect to, such Individual Agreement, such that each member of the SpinCo Group shall enjoy all the rights and benefits under such agreement (including rights and benefits as a third-party beneficiary); provided, further, that in no event shall Parent be permitted to enforce any Individual Agreement (including any agreement containing noncompetition or non-solicitation covenants) against a SpinCo Group Employee or Former SpinCo Group Employee for action taken in such individual’s capacity as a SpinCo Group Employee or Former SpinCo Group Employee. With respect to any Individual Agreement of a SpinCo Group Employee that is a retention agreement, Parent shall be liable for, and pay to such SpinCo Group Employee as soon as practicable following the earlier of the date such employee transfers to the SpinCo Group and the Distribution Date, a prorated portion of the retention amount for the portion of the retention term specified in the retention agreement that has elapsed from the commencement of such retention term until the earlier of the date such SpinCo Group Employee transfers to the SpinCo Group and the Distribution Date.

Assignment by ▇▇▇▇▇▇. To the extent necessary, Parent shall assign, or cause an applicable member of the Parent Group to assign, to SpinCo or another member of the SpinCo Group, as designated by SpinCo, all Individual Agreements, with such assignment to be effective as of no later than the Effective Time; provided, however, that, that to the extent that assignment of any such Individual Agreement is not permitted by the terms of such agreement or by applicable Law, effective as of the Effective Time, each member of the SpinCo Group shall be considered to be a successor to each member of the Parent Group for purposes of, and a third-party beneficiary with respect to, such Individual Agreement, such that each member of the SpinCo Group shall enjoy all the rights and benefits under such agreement (including rights and benefits as a third-party beneficiary); provided, further, that in no event shall Parent be permitted Group hereby assigns to enforce any Individual Agreement the SpinCo Group all of Parent Group’s obligations, rights and benefits relating to restrictive covenants (including any agreement containing without limitation noncompetition or non-solicitation and nonsolicitation covenants) against a SpinCo contained in all Individual Agreements between the Parent Group Employee or Former SpinCo Group Employee for action taken in such individual’s capacity as a and any SpinCo Group Employee or Former SpinCo Group Employee. With respect to any Individual Agreement of a SpinCo Group Employee that is a retention agreement, Parent shall be liable foronly as such obligations, rights and pay to such SpinCo Group Employee as soon as practicable following the earlier of the date such employee transfers benefits pertain to the SpinCo Group Business which shall also include the rights, obligations and the Distribution Date, a prorated portion benefits of the retention amount for the portion of the retention term specified in the retention agreement Parent Group under any such Individual Agreement pertaining to work product or confidential information that has elapsed from the commencement of such retention term until the earlier of the date such SpinCo Group Employee transfers relate solely to the SpinCo Business. This assignment and transfer shall operate to assign and transfer any and all associated enforcement rights of Parent Group with respect to the same and SpinCo Group shall, with respect to such transferred rights, obligations and benefits, be the real party in interest. The Parties agree that Parent Group fully retains any and all rights, obligations and benefits under all Individual Agreements, including rights of enforcement relating to Parent Group and the Distribution DateSpinCo Group Employees and Former Employees, relating to work product, confidential information and restrictive covenants (including without limitation noncompetition and nonsolicitation covenants), as they pertain to Parent Business.