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 rights of the Deferred SplitCo Local Business that are available against any third party; (ii) Medtronic and, if applicable, such Deferred SplitCo Local Business shall hold in trust for and pay to the SplitCo or a member of the SplitCo Group promptly upon receipt thereof, any income, proceeds and other monies received in respect of the Deferred SplitCo Local Business, net of any Liabilities and Taxes with respect thereto; (iii) SplitCo shall (I) pay, perform and discharge (whether as agent or subcontractor or otherwise) fully when due all obligations, burdens, and Liabilities, including Taxes of the Deferred SplitCo Local Business and indemnify the Medtronic Group in respect of the foregoing and (II) provide such Deferred SplitCo Local Business, Medtronic and any member of the Medtronic Group, as applicable, such maintenance, support or other services, products or payments as may be required in furtherance of the provisions of this Section 2.07(b); and (iv) the Parties acknowledge and agree that Medtronic Group shall perform the aforementioned operation and management of the Deferred SplitCo Local Business solely in its capacity as service provider to, and as third party agent acting on behalf, at the direction and for the benefit of, the SplitCo Group, and that the SplitCo Group will bear the profit and/or loss associated with ownership of the Deferred SplitCo Local Business from and after the Separation Date in the manner described in this Agreement and the transactions contemplated hereby. (c) With respect to the SplitCo Assets and SplitCo Liabilities described in Section 2.07(a) (including any Deferred SplitCo Local Business transferred pursuant to Section 2.07(c)), each of Medtronic and SplitCo shall, and shall cause the members of its respective Group to (i) treat for all purposes, including U.S. federal (and applicable U.S. state and local) income Tax purposes (A) the SplitCo Assets as assets having been transferred to and owned by the SplitCo Group not later than the Separation Closing or, in the case of any Deferred SplitCo Local Business, immediately prior to the Separation Closing, and (B) the SplitCo Liabilities as Liabilities having been assumed and owned by the SplitCo Group not later than the Separation Closing or, in the case of any Deferred SplitCo Local Business, immediately prior to the Separation Closing (except as otherwise required by applicable Law or as otherwise expressly provided in the Net Economic Benefit Agreement and any applicable Conveyancing and Assumption Instrument) and (ii) neither report nor take any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by a change in applicable Law or good faith resolution of a Tax Contest). (d) Notwithstanding anything to the contrary in this Agreement, certain Assets and Contracts that are subject to Undisclosed Agency Agreements shall not transfer at the Separation Closing but shall instead transfer on a delayed basis following the Separation Closing. The identification of such Assets and Contracts, and the timing, terms, and conditions governing such delayed transfers, shall be as set forth in the applicable Undisclosed Agency Agreement.
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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 Internal 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 Internal 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 Internal 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 Internal 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 rights of the Deferred SplitCo Local Business that are available against any third party; (ii) Medtronic and, if applicable, such Deferred SplitCo Local Business shall hold in trust for and pay to the SplitCo or a member of the SplitCo Group promptly upon receipt thereof, any income, proceeds and other monies received in respect of the Deferred SplitCo Local Business, net of any Liabilities and Taxes with respect thereto; (iii) SplitCo shall (I) pay, perform and discharge (whether as agent or subcontractor or otherwise) fully when due all obligations, burdens, and Liabilities, including Taxes of the Deferred SplitCo Local Business and indemnify the Medtronic Group in respect of the foregoing and (II) provide such Deferred SplitCo Local Business, Medtronic and any member of the Medtronic Group, as applicable, such maintenance, support or other services, products or payments as may be required in furtherance of the provisions of this Section 2.07(b); and (iv) the Parties acknowledge and agree that Medtronic Group shall perform the aforementioned operation and management of the Deferred SplitCo Local Business solely in its capacity as service provider to, and as third party agent acting on behalf, at the direction and for the benefit of, the SplitCo Group, and that the SplitCo Group will bear the profit and/or loss associated with ownership of the Deferred SplitCo Local Business from and after the Internal Separation Date in the manner described in this Agreement and the transactions contemplated hereby.
(c) With respect to the SplitCo Assets and SplitCo Liabilities described in Section 2.07(a) (including and any Deferred SplitCo Local Business transferred pursuant to Section 2.07(c))Business, each of Medtronic and SplitCo shall, and shall cause the members of its respective Group to (i) treat for all purposes, including U.S. federal (and applicable U.S. state and local) income Tax purposes (A) the SplitCo Assets as assets having been transferred to and owned by the SplitCo Group not later than the Separation Closing or, in the case of any Deferred SplitCo Local Business, immediately prior to the Internal Separation Closing, and (B) the SplitCo Liabilities as Liabilities having been assumed and owned owed by the SplitCo Group not later than the Internal Separation Closing orClosing, in and (C) the case of any Deferred SplitCo Local Business, immediately prior Business having been transferred to the SplitCo Group not later than the Internal Separation Closing (Closing, in each case except as otherwise required by applicable Law or as otherwise expressly provided in the Net Economic Benefit Agreement and any applicable Conveyancing and Assumption Instrument) ; and (ii) neither report nor take any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by a change in applicable Law or good faith resolution of a Tax Contest).
(d) Notwithstanding anything to the contrary in this Agreement, certain Assets and Contracts that are subject to Undisclosed Agency Agreements shall not transfer at or prior to the Separation Closing but shall instead transfer on a delayed basis following the Separation Closing. The identification of such Assets and Contracts, and the timing, terms, and conditions governing such delayed transfers, shall be as set forth in the applicable Undisclosed Agency Agreement.
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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 individual who is employed by a member of the Medtronic Group will continue in a Deferred Market and provides services to operate certain activities of the SplitCo Business in (a “Deferred Market Employee”), and such Deferred Market Employee shall, until the applicable Deferred Markets following the Separation in accordance with Section 2.07(b)Date, remain on Medtronic’s payroll and covered by any applicable Medtronic Benefit Plan. Notwithstanding the foregoing, any Deferred Market Employee will be considered a SplitCo Local Business shall constitute SplitCo Assets or SplitCo Liabilities, as applicable, Employee for all other purposes of this Agreement. The transfer of each Deferred SplitCo Local Business Market Employee shall occur on the applicable Deferred Separation Date in accordance with the terms and conditions set forth in Section 2.07 of the Net Economic Benefit Separation Agreement.
(b) With , and Medtronic and SplitCo shall comply with Section 2.07 of the Separation Agreement with respect to the accrual and allocation of all costs and expenses incurred 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 Market Employee between the Separation Date and the applicable Deferred Separation Date). Unless otherwise specified in this Agreement, and for any Deferred Market Employee, references in this Agreement to the “Standup Date” or “Separation Date” shall be treated as references to the applicable Deferred Separation Date. In the event SplitCo (a) directs Medtronic and to terminate a Deferred Market Employee prior to such Deferred Market Employee’s Deferred Separation Date, or (b)(i) fails to make an offer of employment to a Deferred Market Employee that is a 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 rights Offer Employee as of the applicable Deferred SplitCo Local Business that are available against any third party; Separation Date in accordance with Section 2.01(b) and (ii) Medtronic and, if applicable, such Deferred SplitCo Local Business shall hold in trust for and pay to the SplitCo or a member of the SplitCo Group promptly upon receipt thereof, any income, proceeds and other monies received in respect of the Deferred SplitCo Local Business, net of any Liabilities and Taxes with respect thereto; (iii) SplitCo shall (I) pay, perform and discharge (whether as agent or subcontractor or otherwise) fully when due all obligations, burdens, and Liabilities, including Taxes of the Deferred SplitCo Local Business and indemnify the Medtronic Group in respect of the foregoing and (II) provide such Deferred SplitCo Local Business, Medtronic and any relevant member of the Medtronic GroupGroup terminates such Deferred Market Employee, as applicableany Liabilities arising from or incurred in connection with any such termination (including, such maintenancewithout limitation, support claims for severance and/or any related legal or other services, products or payments as may outside counsel fees and expenses) shall be required in furtherance of the provisions of this Section 2.07(b); and (iv) the Parties acknowledge and agree that SplitCo Employee Liabilities. Medtronic Group shall perform the aforementioned operation and management of the Deferred SplitCo Local Business solely in its capacity as service provider to, and as third party agent acting on behalf, at the direction and for the benefit of, the SplitCo Group, and that the SplitCo Group will bear the profit and/or loss associated with ownership of the Deferred SplitCo Local Business from and after the Separation Date in the manner described in this Agreement and the transactions contemplated hereby.
(c) With respect to the transfer any SplitCo Assets and SplitCo Liabilities described in Section 2.07(a) (including any Deferred SplitCo Local Business transferred pursuant to Section 2.07(c)), each of Medtronic and SplitCo shall, and shall cause the members of its respective Group to (i) treat for all purposes, including U.S. federal (and applicable U.S. state and local) income Tax purposes (A) the SplitCo Assets as assets having been transferred to and owned by the SplitCo Group not later than the Separation Closing or, in the case of any Deferred SplitCo Local Business, immediately prior to the Separation Closing, and (B) the SplitCo Liabilities as Liabilities having been assumed and owned by the SplitCo Group not later than the Separation Closing or, in the case of any Deferred SplitCo Local Business, immediately prior to the Separation Closing (except as otherwise required by applicable Law or as otherwise expressly provided in the Net Economic Benefit Agreement and any applicable Conveyancing and Assumption Instrument) and (ii) neither report nor take any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by a change in applicable Law or good faith resolution of a Tax Contest).
(d) Notwithstanding anything to the contrary in this Agreement, certain Assets and Contracts that are subject to Undisclosed Agency Agreements shall not transfer at the Separation Closing but shall instead transfer on a delayed basis following the Separation Closing. The identification of such Assets and Contractsassumed by SplitCo in connection with this Section 2.11(b), and the timingParties shall prepare their financial statements with respect to such assumptions, terms, and conditions governing such delayed transfers, shall be as set forth in the applicable Undisclosed Agency Agreementeach case in accordance with GAAP.
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Deferred Markets. (a) Notwithstanding anything to the contrary hereinin this Agreement, in order due to ensure compliance with the requirements of applicable Law, Law and the need to obtain necessary certain Consents from Governmental Approvals and other Consents and for other business reasonsAuthorities, the Parties will defer until after the Separation Date the transfer and conveyance of legal title to all the Transferred Assets in each Deferred Market to Purchaser (or a portion of the SplitCo Assets to, Subsidiary thereof) and the assumption of all the Assumed Liabilities in each Deferred Market by Purchaser (or a portion 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 SplitCo 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 byin such Deferred Market from Seller and its Subsidiaries, SplitCo or a member in each case (as applicable), pursuant to instruments of transfer, assignment, conveyance and assumption that are customary in the SplitCo Groupapplicable local jurisdiction prepared by Seller and in form and substance reasonably satisfactory to Purchaser, in each case, for no additional consideration and in each accordance with the Steps Plan. The closing of the jurisdictions listed on Schedule XIV any such deferred transfer (each, a “Deferred Market” and Market Closing”) shall be deemed to be effective as of 12:01 a.m., New York City time, on the SplitCo Assets and SplitCo Liabilities in any such 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 SplitCo Local Business”Market Regulatory Roadmap” attached hereto as Schedule III), and Medtronic do, or a member of cause to be done, and assist and cooperate with the Medtronic Group will continue other in doing, all things necessary, proper and advisable to operate certain activities of cause the SplitCo Business applicable Deferred Markets Conditions to be satisfied as promptly as reasonably practicable and to consummate and make effective, in the most expeditious manner reasonably practicable, the applicable Deferred Markets following the Separation in accordance with Section 2.07(b)Market Closing. Notwithstanding In furtherance of the foregoing, except as otherwise set forth in the Steps Plan, Purchaser shall, as promptly as reasonably practicable following the date hereof, (i) form a Subsidiary in each Deferred Market (a “Purchaser Local Subsidiary”) and qualify such Purchaser Local Subsidiary to do business in such Deferred Market and (ii) prepare and file all filings, notices, petitions, statements, registrations, declarations, submissions of information, applications, reports and other documents that are necessary, proper or advisable to obtain all such regulatory approvals necessary for such Purchaser Local Subsidiary to operate the applicable Deferred Local Business.
(e) Notwithstanding the deferral of the transfer or assumption of any Deferred SplitCo Local Business assets or liabilities pursuant to this Section 1.06, such assets and liabilities shall nevertheless continue to constitute SplitCo Transferred Assets or SplitCo and Assumed 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 rights of the Deferred SplitCo Local Business that are available against any third party; (ii) Medtronic and, if applicable, such Deferred SplitCo Local Business shall hold in trust for and pay to the SplitCo or a member of the SplitCo Group promptly upon receipt thereof, any income, proceeds and other monies received in respect of the Deferred SplitCo Local Business, net of any Liabilities and Taxes with respect thereto; (iii) SplitCo shall (I) pay, perform and discharge (whether as agent or subcontractor or otherwise) fully when due all obligations, burdens, and Liabilities, including Taxes of the Deferred SplitCo Local Business and indemnify the Medtronic Group in respect of the foregoing and (II) provide such Deferred SplitCo Local Business, Medtronic and any member of the Medtronic Group, as applicable, such maintenance, support or other services, products or payments as may be required in furtherance of the provisions of this Section 2.07(b); and (iv) the Parties acknowledge and agree that Medtronic Group shall perform the aforementioned operation and management of the Deferred SplitCo Local Business solely in its capacity as service provider to, and as third party agent acting on behalf, at the direction and for the benefit of, the SplitCo Group, and that the SplitCo Group will bear the profit and/or loss associated with ownership of the Deferred SplitCo Local Business from and after the Separation Date in the manner described in this Agreement and the transactions contemplated hereby.
(c) With respect to the SplitCo Assets and SplitCo Liabilities described in Section 2.07(a) (including any Deferred SplitCo Local Business transferred pursuant to Section 2.07(c)), each of Medtronic and SplitCo shall, and shall cause the members of its respective Group to (i) treat for all purposes, including U.S. federal (and applicable U.S. state and local) income Tax purposes (A) the SplitCo Assets as assets having been transferred to and owned by the SplitCo Group not later than the Separation Closing or, in the case of any Deferred SplitCo Local Business, immediately prior to the Separation Closing, and (B) the SplitCo Liabilities as Liabilities having been assumed and owned by the SplitCo Group not later than the Separation Closing or, in the case of any Deferred SplitCo Local Business, immediately prior to the Separation Closing (except as otherwise required by applicable Law or as otherwise expressly provided in the Net Economic Benefit Agreement and any applicable Conveyancing and Assumption Instrument) and (ii) neither report nor take any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by a change in applicable Law or good faith resolution of a Tax Contest).
(d) Notwithstanding anything to the contrary in this Agreement, certain Assets and Contracts that are subject to Undisclosed Agency Agreements shall not transfer at the Separation Closing but shall instead transfer on a delayed basis following the Separation Closing. The identification of such Assets and Contracts, and the timing, terms, and conditions governing such delayed transfers, shall be as set forth in the applicable Undisclosed Agency Agreement.
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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 individual who is employed by a member of the Medtronic Group will continue in a Deferred Market and provides services to operate certain activities of the SplitCo Business in (a “Deferred Market Employee”), and such Deferred Market Employee shall, until the applicable Deferred Markets following the Separation in accordance with Section 2.07(b)Date, remain on Medtronic’s payroll and covered by any applicable Medtronic Benefit Plan. Notwithstanding the foregoing, any Deferred Market Employee will be considered a SplitCo Local Business shall constitute SplitCo Assets or SplitCo Liabilities, as applicable, Employee for all other purposes of this Agreement. The transfer of each Deferred SplitCo Local Business Market Employee shall occur on the applicable Deferred Separation Date in accordance with the terms and conditions set forth in Section 2.07 of the Net Economic Benefit Separation Agreement.
(b) With , and Medtronic and SplitCo shall comply with Section 2.07 of the Separation Agreement with respect to the accrual and allocation of all costs and expenses incurred 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 Market Employee between the Separation Date and the applicable Deferred Separation Date). Unless otherwise specified in this Agreement, and for any Deferred Market Employee, references in this Agreement to the “Standup Date” or “Separation Date” shall be treated as references to the applicable Deferred Separation Date. In the event SplitCo (a) directs Medtronic and to terminate a Deferred Market Employee prior to such Deferred Market Employee’s Deferred Separation Date, or (b)(i) fails to make an offer of employment to a Deferred Market Employee that is a 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 rights Offer Employee as of the applicable Deferred SplitCo Local Business that are available against any third party; (ii) Medtronic and, if applicable, such Deferred SplitCo Local Business shall hold in trust for and pay to the SplitCo or a member of the SplitCo Group promptly upon receipt thereof, any income, proceeds and other monies received in respect of the Deferred SplitCo Local Business, net of any Liabilities and Taxes with respect thereto; (iii) SplitCo shall (I) pay, perform and discharge (whether as agent or subcontractor or otherwise) fully when due all obligations, burdens, and Liabilities, including Taxes of the Deferred SplitCo Local Business and indemnify the Medtronic Group in respect of the foregoing and (II) provide such Deferred SplitCo Local Business, Medtronic and any member of the Medtronic Group, as applicable, such maintenance, support or other services, products or payments as may be required in furtherance of the provisions of this Section 2.07(b); and (iv) the Parties acknowledge and agree that Medtronic Group shall perform the aforementioned operation and management of the Deferred SplitCo Local Business solely in its capacity as service provider to, and as third party agent acting on behalf, at the direction and for the benefit of, the SplitCo Group, and that the SplitCo Group will bear the profit and/or loss associated with ownership of the Deferred SplitCo Local Business from and after the Separation Date in the manner described in this Agreement and the transactions contemplated hereby.
(c) With respect to the SplitCo Assets and SplitCo Liabilities described in accordance with Section 2.07(a) (including any Deferred SplitCo Local Business transferred pursuant to Section 2.07(c)), each of Medtronic and SplitCo shall, and shall cause the members of its respective Group to (i) treat for all purposes, including U.S. federal (and applicable U.S. state and local) income Tax purposes (A) the SplitCo Assets as assets having been transferred to and owned by the SplitCo Group not later than the Separation Closing or, in the case of any Deferred SplitCo Local Business, immediately prior to the Separation Closing, and (B) the SplitCo Liabilities as Liabilities having been assumed and owned by the SplitCo Group not later than the Separation Closing or, in the case of any Deferred SplitCo Local Business, immediately prior to the Separation Closing (except as otherwise required by applicable Law or as otherwise expressly provided in the Net Economic Benefit Agreement and any applicable Conveyancing and Assumption Instrument2.01(b) and (ii) neither report nor take the relevant member of the Medtronic Group terminates such Deferred Market Employee, any Tax position Liabilities arising from or incurred in connection with any such termination (on a Tax Return including, without limitation, claims for severance and/or any related legal or otherwiseoutside counsel fees and expenses) inconsistent with such treatment (unless required by a change in applicable Law or good faith resolution of a Tax Contest).
(d) Notwithstanding anything to the contrary in this Agreement, certain shall be SplitCo Employee Liabilities. Medtronic shall transfer any SplitCo Assets and Contracts SplitCo Employee Liabilities that are subject to Undisclosed Agency Agreements shall not transfer at the Separation Closing but shall instead transfer on a delayed basis following the Separation Closing. The identification of such Assets and Contractsassumed by SplitCo in connection with this Section 2.11(b), and the timingParties shall prepare their financial statements with respect to such assumptions, terms, and conditions governing such delayed transfers, shall be as set forth in the applicable Undisclosed Agency Agreementeach case in accordance with GAAP.
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