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 SplitCo Assets to, and the assumption of all or a portion of the SplitCo Liabilities by, SplitCo or a member of the SplitCo Group, in each case, in each of the jurisdictions listed on Schedule XIV (each, a “Deferred Market” and the SplitCo Assets and SplitCo Liabilities in any such Deferred Market, a “Deferred SplitCo Local Business”), and Medtronic or a member of the Medtronic Group will continue to operate certain activities of the SplitCo Business in the Deferred Markets following the Separation in accordance with Section 2.07(b). Notwithstanding the foregoing, any Deferred SplitCo Local Business shall constitute SplitCo Assets or SplitCo Liabilities, as applicable, for all other purposes of this Agreement. The transfer of each Deferred SplitCo Local Business shall occur in accordance with the terms and conditions set forth in the Net Economic Benefit Agreement.
(b) With respect to any Deferred SplitCo Local Business between the Separation Date and such time as the Deferred SplitCo Local Business has been transferred to SplitCo (the “Deferred Separation Date”), and subject to the Net Economic Benefit Agreement: (i) Medtronic shall, and shall cause each member of the Medtronic Group to, use reasonable best efforts to (A) provide SplitCo with the economic and operational claims, rights, benefits and burdens that would accrue to it if such Deferred SplitCo Local Businesses were conveyed and transferred to (or assumed by) it as of the Separation Date, including the net profits or losses associated with the ownership of such Deferred SplitCo Local Business (it being understood, that such net profits or losses shall be net of all Taxes incurred by Medtronic or a member of the Medtronic Group, the Deferred SplitCo Local Business or their respective affiliates in connection with the operation (or ownership) of the relevant Deferred SplitCo Local Business between the Separation Date and the applicable Deferred Separation Date), and Medtronic and SplitCo shall use reasonable best efforts after the date hereof to enter into an arrangement to document the foregoing and (B) reasonably cooperate with SplitCo, at SplitCo’s expense, to enforce any righ...
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