Common use of Assignment by Parent Clause in Contracts

Assignment by Parent. To the extent necessary, Parent shall assign, or cause an applicable member of the Parent Group to assign, to CoalCo or another member of the CoalCo Group, as designated by CoalCo, all Individual Agreements pertaining to CoalCo Group Employees in effect immediately prior to the Effective Date, with such assignment to be effective as of the Distribution Date; 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 Distribution Date, each member of the CoalCo 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 CoalCo Group shall enjoy all of the rights and benefits under such agreement (including rights and benefits as a third-party beneficiary), with respect to the business operations of the CoalCo Group; provided, further, that in no event shall (i) GasCo be permitted to enforce any Individual Agreement after the Distribution Date (including any agreement containing noncompetition or nonsolicitation covenants) against a CoalCo Group Employee or a Former CoalCo Group Employee for action taken after the Distribution Date in such individual’s capacity as a CoalCo Group Employee or a Former CoalCo Group Employee and (ii) CoalCo be permitted to enforce any Individual Agreement after the Distribution Date (including any agreement containing noncompetition or nonsolicitation covenants) against a GasCo Group Employee or a Former Parent Group Employee for action taken after the Distribution Date in such individual’s capacity as a GasCo Group Employee or a Former Parent Group Employee.