Deferred Markets Clause Samples
Deferred Markets. (a) Notwithstanding anything to the contrary herein, in order to ensure compliance with applicable Law, to obtain necessary Governmental Approvals and other Consents and for other business reasons, the Parties will defer until after the Separation Date the transfer and conveyance of legal title to all or a portion of the Kenvue Assets to, and the assumption of all or a portion of the Kenvue Liabilities by, Kenvue or a member of the Kenvue Group, in each case, in each of the jurisdictions listed on Schedule XIV (each, a “Deferred Market” and the Kenvue Assets and Kenvue Liabilities in any such Deferred Market, a “Deferred Kenvue Local Business”), and J&J or a member of the J&J Group will continue to operate certain activities of the Kenvue Business in the Deferred Markets following the Separation in accordance with Section 2.07(b). Notwithstanding the foregoing, any Deferred Kenvue Local Business shall constitute Kenvue Assets or Kenvue Liabilities, as applicable, for all other purposes of this Agreement.
(b) In each case, from and after the Separation Date and until such time as a Deferred Kenvue Local Business has been transferred to Kenvue or a member of the Kenvue Group, unless otherwise expressly agreed in writing between the Parties, (i) such Deferred Kenvue Local Business shall be held and operated by J&J or a member of the J&J Group on behalf of and for the benefit of Kenvue or a member of the Kenvue Group, (ii) J&J shall, or shall cause the applicable members of the J&J Group to, use reasonable best efforts to treat and operate, insofar as reasonably practicable and to the extent permitted by applicable Law, such Deferred Kenvue Local Business in the ordinary course of business in all material respects consistent with past practice, subject to material changes in the manner in which the J&J Business or the Kenvue Business are operated resulting from the consummation of the transactions contemplated by this Agreement and (iii) Kenvue shall, and shall cause the applicable members of the Kenvue Group to, use reasonable best efforts to provide, at the sole expense of Kenvue or a member of the Kenvue Group, all support reasonably necessary or reasonably requested by J&J or a member of the J&J Group with respect to the operation of such Deferred Kenvue Local Business.
(c) The Parties shall, and shall cause the members of their respective Groups to, use reasonable best efforts to take all actions (including obtaining and submitting any necessary Governmen...
Deferred Markets. Notwithstanding anything in this Agreement to the contrary, (a) J&J may, in its sole discretion, determine that any individual who is employed by a member of the J&J Group in a Deferred Market and provides services to the Kenvue Business will be considered a Kenvue Employee for all purposes of this Agreement (a “Deferred Market Employee”), (b) in the event any member of the J&J Group incurs any Liabilities in connection with providing such Deferred Market Employee any compensation or benefits following the Separation or continuing to employ such Deferred Market Employee following the Separation, such Liabilities shall, without duplication, be considered Kenvue Liabilities for purposes of the Separation Agreement unless otherwise agreed and (c) in the event a member of the J&J Group hires additional employees in order to replace a departed Deferred Market Employee or at the request of Kenvue to provide services to the Kenvue Business in a Deferred Market, then such employees shall be considered Kenvue Employees for all purposes of this Agreement.
Deferred Markets. (a) Notwithstanding anything to the contrary in this Agreement, due to the requirements of applicable Law and the need to obtain certain Consents from Governmental Authorities, the transfer of legal title to the Transferred Assets in each Deferred Market to Purchaser (or a Subsidiary thereof) and the assumption of the Assumed Liabilities in each Deferred Market by Purchaser (or a Subsidiary thereof) shall not take place at the Closing, but shall instead be deferred until the applicable Deferred Market Closing Date.
(b) With respect to each Deferred Market, on the applicable Deferred Market Closing Date, (i) Seller shall, and shall cause its Subsidiaries to, transfer legal title to the Transferred Assets in such Deferred Market (including, with respect to Brazil, the Equity Interests of the Brazil Subsidiary) to Purchaser (or the applicable Purchaser Local Subsidiary) free and clear of all Liens (other than Permitted Liens) and (ii) Purchaser shall (or shall cause the applicable Purchaser Local Subsidiary to) assume the Assumed Liabilities in such Deferred Market from Seller and its Subsidiaries, in each case (as applicable), pursuant to instruments of transfer, assignment, conveyance and assumption that are customary in the applicable local jurisdiction prepared by Seller and in form and substance reasonably satisfactory to Purchaser, in each case, for no additional consideration and in accordance with the Steps Plan. The closing of any such deferred transfer (a “Deferred Market Closing”) shall be deemed to be effective as of 12:01 a.m., New York City time, on the applicable Deferred Market Closing Date.
(c) With respect to each Deferred Market, from and after the Closing and until the applicable Deferred Market Closing, the applicable Deferred Local Business shall be held and operated by Seller (or a Subsidiary thereof) in accordance with and pursuant to the terms and conditions of the Net Economic Benefit Agreement.
(d) With respect to each Deferred Market, Purchaser and Seller shall cooperate with each other and use (and cause their respective Subsidiaries to use) their respective reasonable best efforts to take, or cause to be taken, all actions (including those outlined in the “Deferred Market Regulatory Roadmap” attached hereto as Schedule III), and do, or cause to be done, and assist and cooperate with the other in doing, all things necessary, proper and advisable to cause the applicable Deferred Markets Conditions to be satisfied as promptly as rea...
Deferred Markets