Common use of Restrictive Covenants in Employment and Other Agreements Clause in Contracts

Restrictive Covenants in Employment and Other Agreements. To the fullest extent permitted by the agreements described in this Section 11.6 and applicable Law, COP shall assign, or cause an applicable member of the COP Group to assign, to Xxxxxxxx 66 or a member of the Xxxxxxxx 66 Group, as designated by Xxxxxxxx 66, all agreements containing restrictive covenants (including confidentiality, non-competition and non-solicitation provisions) between a member of the COP Group and a Xxxxxxxx 66 Group Employee, with such assignment to be effective as of the Effective Time. To the extent that assignment of such agreements is not permitted, effective as of the Effective Time, each member of the Xxxxxxxx 66 Group shall be considered to be a successor to each member of the COP Group for purposes of, and a third-party beneficiary with respect to, all agreements containing restrictive covenants (including confidentiality, non-competition and non-solicitation provisions) between a member of the COP Group and a Xxxxxxxx 66 Group Employee, such that each member of the Xxxxxxxx 66 Group shall enjoy all the rights and benefits under such agreements (including rights and benefits as a third-party beneficiary), with respect to the business operations of the Xxxxxxxx 66 Group; provided, however, that in no event shall COP be permitted to enforce such restrictive covenant agreements against Xxxxxxxx 66 Group Employees for action taken in their capacity as employees of a member of the Xxxxxxxx 66 Group. Furthermore, the Parties agree that, with respect to equity awards held by COP Group Employees or Xxxxxxxx 66 Group Employees which provide for cancellation, forfeiture or similar action in the event of a determination that the holder of an equity award engaged in “Detrimental Activities”, the entity that does not employ such holder shall enforce the penalties with respect to the Detrimental Activities and treat any equity award that was converted pursuant to the terms of this Agreement in the same manner as a result of such Detrimental Activities as the employing entity.

Restrictive Covenants in Employment and Other Agreements. To the fullest extent permitted by the agreements described in this Section 11.6 10.5 and applicable Law, COP Leidos shall assign, or cause an applicable member of the COP Leidos Group to assign, to Xxxxxxxx 66 New SAIC or a member of the Xxxxxxxx 66 New SAIC Group, as designated by Xxxxxxxx 66New SAIC, all agreements containing restrictive covenants (including confidentiality, non-competition and non-solicitation provisions) and the assignment of any intellectual property between a member of the COP Leidos Group and a Xxxxxxxx 66 New SAIC Group Employee, with such assignment to be effective as of the Effective Time. To the extent that assignment of such agreements is not permitted, effective as of the Effective Time, each member of the Xxxxxxxx 66 New SAIC Group shall be considered to be a successor to each member of the COP Leidos Group for purposes of, and a third-party beneficiary with respect to, all agreements containing restrictive covenants (including confidentiality, non-competition and non-solicitation provisions) and the assignment of any intellectual property between a member of the COP Leidos Group and a Xxxxxxxx 66 New SAIC Group Employee, such that each member of the Xxxxxxxx 66 New SAIC Group shall enjoy all the rights and benefits under such agreements (including rights and benefits as a third-party beneficiary), with respect to the business operations of the Xxxxxxxx 66 New SAIC Group; provided, however, that in no event shall COP Leidos be permitted to enforce such restrictive covenant agreements against Xxxxxxxx 66 New SAIC Group Employees for action taken in their capacity as employees of a member of the Xxxxxxxx 66 New SAIC Group. Furthermore, the Parties agree that, with respect to equity awards held by COP Leidos Group Employees or Xxxxxxxx 66 New SAIC Group Employees which provide for cancellation, forfeiture or similar action in the event of a determination that the holder of an equity award engaged in “Detrimental Activitiesdetrimental activities”, the entity that does not employ such holder shall enforce the penalties with respect to the Detrimental Activities detrimental activities and treat any equity award that was converted pursuant to the terms of this Agreement in the same manner as a result of such Detrimental Activities detrimental activities as the employing entity.

Restrictive Covenants in Employment and Other Agreements. To the fullest extent permitted by the agreements described in this Section 11.6 9.5 and applicable Law, COP CSC shall assign, or cause an applicable member of the COP CSC Group to assign, to Xxxxxxxx 66 Computer Sciences GS or a member of the Xxxxxxxx 66 Computer Sciences GS Group, as designated by Xxxxxxxx 66Computer Sciences GS, all agreements containing restrictive covenants (including confidentiality, non-competition and non-solicitation provisions) and the assignment of any intellectual property between a member of the COP CSC Group and a Xxxxxxxx 66 Computer Sciences GS Group Employee, with such assignment to be effective as of the Effective Time. To the extent that assignment of such agreements is not permitted, effective as of the Effective Time, each member of the Xxxxxxxx 66 Computer Sciences GS Group shall be considered to be a successor to each member of the COP CSC Group for purposes of, and a third-party beneficiary with respect to, all agreements containing restrictive covenants (including confidentiality, non-competition and non-solicitation provisions) and the assignment of any intellectual property between a member of the COP CSC Group and a Xxxxxxxx 66 Computer Sciences GS Group Employee, such that each member of the Xxxxxxxx 66 Computer Sciences GS Group shall enjoy all the rights and benefits under such agreements (including rights and benefits as a third-party beneficiary), with respect to the business operations of the Xxxxxxxx 66 Computer Sciences GS Group; provided, however, that in no event shall COP CSC be permitted to enforce such restrictive covenant agreements against Xxxxxxxx 66 Computer Sciences GS Group Employees for action taken in their capacity as employees of a member of the Xxxxxxxx 66 Computer Sciences GS Group. Furthermore, the Parties agree that, with respect to equity awards held by COP CSC Group Employees or Xxxxxxxx 66 Computer Sciences GS Group Employees which provide for cancellation, forfeiture or similar action in the event of a determination that the holder of an equity award engaged in “Detrimental Activitiesdetrimental activities”, the entity that does not employ such holder shall enforce the penalties with respect to the Detrimental Activities detrimental activities and treat any equity award that was converted pursuant to the terms of this Agreement in the same manner as a result of such Detrimental Activities detrimental activities as the employing entity.

Restrictive Covenants in Employment and Other Agreements. To the fullest extent permitted by the agreements described in this Section 11.6 12.01 and applicable Law, COP (i) New Hertz Holdings shall assign, or cause an applicable member of the COP Hertz Group to assignassign (including through notification to employees, as applicable) to Xxxxxxxx 66 HERC Holdings or a member of the Xxxxxxxx 66 Group, as HERC Holdings Group designated by Xxxxxxxx 66, HERC Holdings all agreements containing restrictive covenants (including confidentiality, non-competition and non-solicitation provisions) between a member of the COP Hertz Group and a Xxxxxxxx 66 Group HERC Holdings Employee, with such assignment to be effective as of the Effective Time. To the extent that assignment of such agreements is not permitted, effective as time of the Effective TimeDistribution, each and (ii) HERC Holdings shall assign, or cause an applicable member of the Xxxxxxxx 66 HERC Holdings Group shall be considered to be assign (including through notification to employees, as applicable) to New Hertz Holdings or a successor to each member of the COP Hertz Group for purposes of, and a third-party beneficiary with respect to, designated by New Hertz Holdings all agreements containing restrictive covenants (including confidentiality, non-competition and non-solicitation provisions) between a member of the COP HERC Holdings Group and a Xxxxxxxx 66 Group New Hertz Holdings Employee, with such assignment to be effective as of the time of the Distribution. To the extent that assignment of such agreements is not permitted, effective as of the time of the Distribution, (A) each member of the Xxxxxxxx 66 Hertz Group shall enjoy be considered to be a successor to each member of the HERC Holdings Group for purposes of such agreements, with all the rights rights, obligations and benefits under such agreements as if each were a signatory, and (including rights B) each member of the HERC Holdings Group shall be considered to be a successor to each member of the Hertz Group for purposes of such agreements, with all rights, obligations and benefits under such agreements as if each were a third-party beneficiary)signatory. To the extent necessary, with respect each Party shall, at the other Party’s request and expense, enforce or seek to the business operations enforce such restrictive covenants on behalf of members of the Xxxxxxxx 66 Requesting Party’s Group; provided, however, that in no event shall COP either Party be permitted to enforce such restrictive covenant agreements against Xxxxxxxx 66 Group Employees the other Party’s employees for action taken in their capacity as employees of a member of the Xxxxxxxx 66 other Party’s Group. Furthermore, the Parties agree that, with respect to equity awards held by COP Group Employees or Xxxxxxxx 66 Group Employees which provide for cancellation, forfeiture or similar action in the event of a determination that the holder of an equity award engaged in “Detrimental Activities”, the entity that does not employ such holder shall enforce the penalties with respect to the Detrimental Activities and treat any equity award that was converted pursuant to the terms of this Agreement in the same manner as a result of such Detrimental Activities as the employing entity.

Restrictive Covenants in Employment and Other Agreements. To the fullest extent permitted by the agreements described in this Section 11.6 9.01 and applicable Law, COP SPX shall assign, or cause an applicable member of the COP Infrastructurco Group to assignassign (including through notification to employees, as applicable) to Xxxxxxxx 66 Flowco or a member of the Xxxxxxxx 66 Group, as Flowco Group designated by Xxxxxxxx 66, Flowco all agreements containing restrictive covenants (including confidentiality, non-competition and non-solicitation provisions) between a member of the COP Infrastructurco Group and a Xxxxxxxx 66 Group Flowco Employee, with such assignment to be effective as of the Effective Time. To the extent that assignment of such agreements is not permitted, effective as of the Effective Time, each member of the Xxxxxxxx 66 Flowco Group shall be considered to be a successor to each member of the COP Infrastructurco Group for purposes ofof such agreements, and a third-party beneficiary with respect toall rights, all agreements containing restrictive covenants (including confidentiality, non-competition and non-solicitation provisions) between a member of the COP Group and a Xxxxxxxx 66 Group Employee, such that each member of the Xxxxxxxx 66 Group shall enjoy all the rights obligations and benefits under such agreements (including rights as if each were a signatory. To the extent necessary, Infrastructurco shall, at Flowco’s request and benefits as a third-party beneficiary)expense, with respect enforce or seek to the business operations enforce such restrictive covenants on behalf of members of the Xxxxxxxx 66 Flowco Group; provided, however, that in no event shall COP Infrastructurco be permitted to enforce such restrictive covenant agreements against Xxxxxxxx 66 Group Flowco Employees for action taken in their capacity as employees of a member of the Xxxxxxxx 66 Flowco Group. FurthermoreTo the extent necessary, Flowco shall, at Infrastructurco’s request and expense, enforce or seek to enforce such restrictive covenants on behalf of members of the Parties agree thatInfrastructurco Group; provided, with respect however, that in no event shall Flowco be permitted to equity awards held by COP Group enforce such restrictive covenant agreements against Infrastructurco Employees or Xxxxxxxx 66 Group Employees which provide for cancellation, forfeiture or similar action taken in the event their capacity as employees of a determination that member of the holder of an equity award engaged in “Detrimental Activities”, the entity that does not employ such holder shall enforce the penalties with respect to the Detrimental Activities and treat any equity award that was converted pursuant to the terms of this Agreement in the same manner as a result of such Detrimental Activities as the employing entityInfrastructurco Group.

Restrictive Covenants in Employment and Other Agreements. To the fullest extent permitted by the agreements described in this Section 11.6 and applicable Lawlaw, COP shall assignXxxxxx Xxxxxxx hereby assigns, or cause an applicable member for and on behalf of the COP Group to assignitself and its Affiliates, to Xxxxxxxx 66 Discover or a member of the Xxxxxxxx 66 Group, its appropriate Affiliate as designated by Xxxxxxxx 66, Discover all agreements containing restrictive covenants (including confidentiality, but not limited to confidentiality and non-competition and non-solicitation provisions) between Xxxxxx Xxxxxxx (or a member of the COP Group Xxxxxx Xxxxxxx Affiliate) and a Xxxxxxxx 66 Group Discover Business Employee, with such assignment to be effective as of the Effective TimeDistribution Date. To the extent that assignment of such agreements is not permitted, effective as of following the Effective TimeDistribution, each member of the Xxxxxxxx 66 Group Discover and its Subsidiaries and Affiliates shall be considered to be a successor successors to each member of the COP Group Xxxxxx Xxxxxxx and its Subsidiaries and Affiliates for purposes of, and a third-party beneficiary beneficiaries with respect to, all agreements containing restrictive covenants (including confidentiality, but not limited to confidentiality and non-competition and non-solicitation provisions) between Xxxxxx Xxxxxxx (or a member Xxxxxx Xxxxxxx Subsidiary or Affiliate) and Discover Business Employees and between Xxxxxx Xxxxxxx (or a Xxxxxx Xxxxxxx Subsidiary or Affiliate) and Xxxxxx Xxxxxxx Employees whom Discover reasonably determines have substantial knowledge of the COP Group and a Xxxxxxxx 66 Group EmployeeDiscover Business, such that each member of the Xxxxxxxx 66 Group Xxxxxx Xxxxxxx, Discover and their respective Subsidiaries and Affiliates shall all enjoy all the rights and benefits under such agreements (including including, without limitation, rights and benefits as a third-party beneficiary), with respect to the such Party’s and its respective Subsidiaries’ and Affiliates’ business operations of the Xxxxxxxx 66 Groupoperations; provided, however, that (a) in no event shall COP Xxxxxx Xxxxxxx be permitted to enforce such the restrictive covenant agreements against Xxxxxxxx 66 Group Discover Business Employees for action taken in their capacity as employees of a member of the Xxxxxxxx 66 Group. FurthermoreDiscover or its Subsidiaries, the Parties agree that, with respect and (b) in no event shall Discover be permitted to equity awards held by COP Group Employees or Xxxxxxxx 66 Group Employees which provide for cancellation, forfeiture or similar action in the event of a determination that the holder of an equity award engaged in “Detrimental Activities”, the entity that does not employ such holder shall enforce the penalties with respect to the Detrimental Activities and treat any equity award that was converted pursuant to the terms restrictive covenants agreements of this Agreement Xxxxxx Xxxxxxx Business Employees for action taken in the same manner their capacity as a result employees of such Detrimental Activities as the employing entityXxxxxx Xxxxxxx or its Subsidiaries.

Restrictive Covenants in Employment and Other Agreements. To the fullest extent permitted by the agreements described in this Section 11.6 and applicable Lawlaw, COP Xxxxxx Xxxxxxx shall assign, or cause an applicable member of the COP Group its Affiliates to assign, to Xxxxxxxx 66 Discover or a member one of the Xxxxxxxx 66 Group, its Affiliates as designated by Xxxxxxxx 66, Discover all agreements containing restrictive covenants (including confidentiality, but not limited to confidentiality and non-competition and non-solicitation provisions) between Xxxxxx Xxxxxxx (or a member of the COP Group Xxxxxx Xxxxxxx Affiliate) and a Xxxxxxxx 66 Group Discover Business Employee, with such assignment to be effective as of no later than the Effective TimeDistribution Date. To the extent that assignment of such agreements is not permitted, effective as of following the Effective TimeDistribution, each member of the Xxxxxxxx 66 Group Discover and its Subsidiaries and Affiliates shall be considered to be a successor successors to each member of the COP Group Xxxxxx Xxxxxxx and its Subsidiaries and Affiliates for purposes of, and a third-party beneficiary beneficiaries with respect to, all agreements containing restrictive covenants (including confidentiality, but not limited to confidentiality and non-competition and non-solicitation provisions) between Xxxxxx Xxxxxxx (or a member Xxxxxx Xxxxxxx Subsidiary or Affiliate) and Discover Business Employees and between Xxxxxx Xxxxxxx (or a Xxxxxx Xxxxxxx Subsidiary or Affiliate) and Xxxxxx Xxxxxxx Employees whom Discover reasonably determines have substantial knowledge of the COP Group and a Xxxxxxxx 66 Group EmployeeDiscover Business, such that each member of the Xxxxxxxx 66 Group Xxxxxx Xxxxxxx, Discover and their respective Subsidiaries and Affiliates shall all enjoy all the rights and benefits under such agreements (including including, without limitation, rights and benefits as a third-party beneficiary), with respect to the such Party’s and its respective Subsidiaries’ and Affiliates’ business operations of the Xxxxxxxx 66 Groupoperations; provided, however, that (a) in no event shall COP Xxxxxx Xxxxxxx be permitted to enforce such the restrictive covenant agreements against Xxxxxxxx 66 Group Discover Business Employees for action taken in their capacity as employees of a member of the Xxxxxxxx 66 Group. FurthermoreDiscover or its Subsidiaries, the Parties agree that, with respect and (b) in no event shall Discover be permitted to equity awards held by COP Group Employees or Xxxxxxxx 66 Group Employees which provide for cancellation, forfeiture or similar action in the event of a determination that the holder of an equity award engaged in “Detrimental Activities”, the entity that does not employ such holder shall enforce the penalties with respect to the Detrimental Activities and treat any equity award that was converted pursuant to the terms restrictive covenants agreements of this Agreement Xxxxxx Xxxxxxx Business Employees for action taken in the same manner their capacity as a result employees of such Detrimental Activities as the employing entityXxxxxx Xxxxxxx or its Subsidiaries.

Restrictive Covenants in Employment and Other Agreements. To Except as otherwise provided in Section 2.1(f), to the fullest extent permitted by the agreements described in this Section 11.6 8.1 and applicable Applicable Law, COP KLX shall assign, or cause an applicable member of the COP KLX Group to assignassign (including through notification to employees, as applicable), to Xxxxxxxx 66 ESG SpinCo or a member of the Xxxxxxxx 66 ESG Group, as designated by Xxxxxxxx 66ESG SpinCo, all agreements containing restrictive covenants (including confidentiality, non-competition and non-solicitation provisions) between a member of the COP KLX Group and a Xxxxxxxx 66 Group an ESG Employee, with such assignment to be effective as of the Effective TimeDistribution Date or the Transfer Date, as applicable. Notwithstanding any such assignment, the restrictive covenant obligations noted above shall continue in effect with respect to ESG Employees’ ongoing obligations to maintain and not use or disclose, without prior written authorization from KLX, any Confidential Information of KLX, except in the good faith performance of such ESG Employees’ duty to ESG SpinCo or a member of the ESG Group. To the extent that assignment of such agreements is not permitted, effective as of the Effective TimeDistribution Date or the Transfer Date, as applicable, each member of the Xxxxxxxx 66 ESG Group shall be considered to be a successor to each member of the COP KLX Group for purposes of, and a third-party beneficiary with respect to, all agreements containing restrictive covenants (including confidentiality, non-competition and non-solicitation provisions) between a member of the COP KLX Group and a Xxxxxxxx 66 Group an ESG Employee, such that each member of the Xxxxxxxx 66 ESG Group shall enjoy all the rights and benefits under such agreements (including rights and benefits as a third-party beneficiary), with respect to the business operations of the Xxxxxxxx 66 ESG Group; provided, however, that in no event shall COP KLX be permitted to enforce such restrictive covenant agreements against Xxxxxxxx 66 Group ESG Employees for action taken in their capacity as employees of a member of the Xxxxxxxx 66 ESG Group. Furthermore, the Parties agree that, with respect to equity awards held by COP Group Employees or Xxxxxxxx 66 Group Employees which provide for cancellation, forfeiture or similar action in the event of a determination that the holder of an equity award engaged in “Detrimental Activities”, the entity that does not employ such holder shall enforce the penalties with respect to the Detrimental Activities and treat any equity award that was converted pursuant to the terms of this Agreement in the same manner as a result of such Detrimental Activities as the employing entity.

Restrictive Covenants in Employment and Other Agreements. To the fullest extent permitted by the agreements described in this Section 11.6 12.01 and applicable Law, COP (i) New Hertz Holdings shall assign, or cause an applicable member of the COP Hertz Group to assignassign (including through notification to employees, as applicable) to Xxxxxxxx 66 HERC Holdings or a member of the Xxxxxxxx 66 Group, as HERC Holdings Group designated by Xxxxxxxx 66, HERC Holdings all agreements containing restrictive covenants (including confidentiality, non-competition and non-solicitation provisions) between a member of the COP Hertz Group and a Xxxxxxxx 66 Group HERC Holdings Employee, with such assignment to be effective as of the Effective Time. To the extent that assignment of such agreements is not permitted, effective as time of the Effective TimeDistribution, each and (ii) HERC Holdings shall assign, or cause an applicable member of the Xxxxxxxx 66 HERC Holdings Group shall be considered to be assign (including through notification to employees, as applicable) to New Hertz Holdings or a successor to each member of the COP Hertz Group for purposes of, and a third-party beneficiary with respect to, designated by New Hertz Holdings all agreements containing restrictive covenants (including confidentiality, non-competition and non-solicitation provisions) between a member of the COP HERC Holdings Group and a Xxxxxxxx 66 Group New Hertz Holdings Employee, with such assignment to be effective as of the time of the Distribution. To the extent that assignment of such agreements is not permitted, effective as of the time of the Distribution, (A) each member of the Xxxxxxxx 66 Hertz Group shall enjoy be considered to be a successor to each member of the HERC Holdings Group for purposes of such agreements, with all the rights rights, obligations and benefits under such agreements as if each were a signatory, and (including rights B) each member of the HERC Holdings Group shall be considered to be a successor to each member of the Hertz Group for purposes of such agreements, with all rights, obligations and benefits under such agreements as if each were a third-party beneficiary)signatory. To the extent necessary, with respect each Party shall, at the other Party’s request and expense, enforce or seek to the business operations enforce such restrictive covenants on behalf of members of the Xxxxxxxx 66 Requesting Party’s Group; provided, however, that in no event shall COP either Party be permitted to enforce such restrictive covenant agreements against Xxxxxxxx 66 Group Employees the other Party’s employees for action taken in their capacity as employees of a member of the Xxxxxxxx 66 other Party’s Group. Furthermore, the Parties agree that, with respect to equity awards held by COP Group Employees or Xxxxxxxx 66 Group Employees which provide for cancellation, forfeiture or similar action in the event of a determination that the holder of an equity award engaged in “Detrimental Activities”, the entity that does not employ such holder shall enforce the penalties with respect to the Detrimental Activities and treat any equity award that was converted pursuant to the terms of this Agreement in the same manner as a result of such Detrimental Activities as the employing entity.Section 12.02