Common use of Individual Agreements Clause in Contracts

Individual Agreements. Effective as of no later than the Distribution Date, Xxxxxxx, Xxxx and UTC, as applicable, shall assign, or cause an applicable member of the respective UTC Group, Carrier Group or Otis Group to assign (i) the Carrier Individual Agreements to a member of the Carrier Group and Carrier shall agree or cause an applicable member of the Carrier Group to agree to accept and be bound by the provisions of the Carrier Individual Agreements, (ii) the Otis Individual Agreements to a member of the Otis Group and Otis shall agree or cause an applicable member of the Otis Group to agree to accept and be bound by the provisions of the Otis Individual Agreements, and (iii) the UTC Individual Agreements to a member of the UTC Group and UTC shall agree or cause an applicable member of the UTC Group to accept and be bound by the provisions of the UTC Individual Agreements; provided, however, that to the extent that assignment of any such agreement is not permitted by the terms of such agreement or by applicable Law, effective as of the Distribution Date, each member of the Carrier Group (in the case of each Carrier Individual Agreement), Otis Group (in the case of each Otis Individual Agreement) or the UTC Group (in the case of each UTC Individual Agreement) shall be considered to be a successor to each member of the Carrier Group, Otis Group or UTC Group, as applicable, for purposes of, and a third-party beneficiary with respect to, such agreement, such that each member of the Carrier Group, Otis Group or UTC Group, as applicable, shall enjoy all of the rights and benefits under such agreement (including rights and benefits as a third-party beneficiary) as well as assume the potential associated liabilities, with respect to the business operations of the Carrier Group, Otis Group or UTC Group, as applicable; provided, further, that in no event shall any Party be permitted to enforce (A) any Carrier Individual Agreement (including any agreement containing non-competition or non-solicitation covenants) against a Carrier Group Employee for action taken in such individual’s capacity as a Carrier Group Employee other than on behalf of the Carrier Group as requested by the Carrier Group in its capacity as a third-party beneficiary, (B) any Otis Individual Agreement (including any agreement containing non-competition or non-solicitation covenants) against an Otis Group Employee for action taken in such individual’s capacity as an Otis Group Employee other than on behalf of the Otis Group as requested by the Otis Group in its capacity as a third-party beneficiary and (C) any UTC Individual Agreement (including any agreement containing non-competition or non-solicitation covenants) against a UTC Employee for action taken in such individual’s capacity as a UTC Group Employee other than on behalf of the UTC Group as requested by the UTC Group in its capacity as a third-party beneficiary; provided, further, that with respect to any Carrier Group Employee, Former Carrier Group Employee, Otis Group Employee or Former Otis Group Employee who was employed by a member of the UTC Group within twelve (12) months prior to the Effective Time, UTC shall retain the right to enforce, and shall be a third-party beneficiary with respect to, any non-competition covenant as applied to the business of the UTC Group contained in any Carrier Individual Agreement or Otis Individual Agreement against such Carrier Group Employee or Otis Group Employee for a period of twelve (12) months after the Effective Time.

Individual Agreements. Effective as of no later than the Distribution Local Transfer Date or Delayed Transfer Date, Xxxxxxx, Xxxx SpinCo and UTCParent, as applicable, shall assign, or cause an applicable member of the respective UTC Group, Carrier Parent Group or Otis SpinCo Group to assign assign, (ia) the Carrier SpinCo Individual Agreements to a member of the Carrier SpinCo Group and Carrier SpinCo shall agree agree, or cause an applicable member of the Carrier SpinCo Group to agree agree, to accept and be bound by the provisions of the Carrier SpinCo Individual Agreements, Agreements and (iib) the Otis Parent Individual Agreements to a member of the Otis Parent Group and Otis Parent shall agree or cause an applicable member of the Otis Group to agree to accept and be bound by the provisions of the Otis Individual Agreements, and (iii) the UTC Individual Agreements to a member of the UTC Group and UTC shall agree or cause an applicable member of the UTC Parent Group to accept and be bound by the provisions of the UTC Parent Individual Agreements; provided, however, that to the extent that assignment of any such agreement is not permitted by the terms of such agreement or by applicable Law, effective as of the Distribution Local Transfer Date or Delayed Transfer Date, each member of the Carrier SpinCo Group (in the case of each Carrier SpinCo Individual Agreement), Otis ) or the Parent Group (in the case of each Otis Individual Agreement) or the UTC Group (in the case of each UTC Parent Individual Agreement) shall be considered to be a successor to each member of the Carrier Group, Otis SpinCo Group or UTC Parent Group, as applicable, for purposes of, and a third-party beneficiary with respect to, such agreement, such that each member of the Carrier Group, Otis SpinCo Group or UTC Parent Group, as applicable, shall enjoy all of the rights and benefits under such agreement (including rights and benefits as a third-party beneficiary) as well as assume the potential associated liabilities, with respect to the business operations of the Carrier Group, Otis SpinCo Group or UTC Parent Group, as applicable; provided, further, that in no event shall any Party be permitted to enforce (Ai) any Carrier SpinCo Individual Agreement (including any agreement containing non-competition or non-solicitation covenants) against a Carrier Group SpinCo Employee for action taken in such individual’s capacity as a Carrier Group SpinCo Employee other than on behalf of the Carrier SpinCo Group as requested by the Carrier Group in its capacity as a third-party beneficiary, (B) any Otis Individual Agreement (including any agreement containing non-competition or non-solicitation covenants) against an Otis Group Employee for action taken in such individual’s capacity as an Otis Group Employee other than on behalf of the Otis Group as requested by the Otis SpinCo Group in its capacity as a third-party beneficiary and (Cii) any UTC Parent Individual Agreement (including any agreement containing non-competition or non-solicitation covenants) against a UTC Parent Employee for action taken in such individual’s capacity as a UTC Group Parent Employee other than on behalf of the UTC Parent Group as requested by the UTC Parent Group in its capacity as a third-party beneficiary; provided, further, that with respect to any Carrier Group Employee, Former Carrier Group Employee, Otis Group SpinCo Employee or Former Otis Group SpinCo Employee who was employed by a member of the UTC Parent Group within twelve twenty-four (1224) months prior to the Effective TimeDistribution Date, UTC Parent shall retain the right to enforce, and shall be a third-party beneficiary with respect to, any non-competition covenant as applied to the business of the UTC Parent Group contained in any Carrier Individual Agreement or Otis SpinCo Individual Agreement against such Carrier Group Employee or Otis Group SpinCo Employee for a period of twelve twenty-four (1224) months after the Effective TimeDistribution Date.