No Payment Trigger Clause Samples

No Payment Trigger. The Parties intend, and will use commercially reasonable efforts to ensure, that, to the extent possible under applicable Law, neither the consummation of the Transactions nor any internal employment transfers pursuant to Section 2.1, trigger a payment or distribution of compensation under any Company Retained Non-U.S. DB Plan, SpinCo Retained Non-U.S. DB Plan, Company Splitting Non-U.S. DB Plan or SpinCo Splitting Non-U.S. DB Plan. Notwithstanding the foregoing, to the extent (i) any Liabilities under a Company Splitting Non-U.S. DB Plan or Splitting SpinCo Non-U.S. DB Plan become payable to an individual designated to be a Company Transferring Employee or SpinCo Transferring Employee, respectively, in connection with the transfer of their employment to the SpinCo Group or the Company Group, as applicable and (ii) (1) a Company Group Member discharges a Liability with respect to such individual under such Benefit Plan that is intended to be assumed by a SpinCo Group Member or (2) a SpinCo Group Member discharges a Liability with respect to such individual under such Benefit Plan that is intended to be assumed by a Company Group Member, in each case, pursuant to Section 7.1(b), then the Parties shall agree to a reimbursement or other arrangement that places them in substantially the same economic position had such discharged Liability, and any related Assets, been transferred and assumed as contemplated by Section 7.1(b).