Common use of Acceptance and Assumption of SpinCo Liabilities Clause in Contracts

Acceptance and Assumption of SpinCo Liabilities. Except as otherwise provided by this Agreement, on or prior to the Effective Time, but in any case prior to the Distribution, SpinCo and the applicable SpinCo Designees shall accept, assume and agree faithfully to perform, discharge and fulfill all of the following Liabilities in accordance with their respective terms (each of which shall be considered a SpinCo Liability), regardless of when or where such Liabilities arose or arise, or whether the facts on which they are based occurred prior to, at or subsequent to the Effective Time, regardless of where or against whom such Liabilities are asserted or determined (including any Liabilities arising out of claims made by Parent’s or SpinCo’s respective directors, officers, Employees, Former Employees, agents, Subsidiaries or Affiliates against any member of the Parent Group or the SpinCo Group) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the Parent Group or the SpinCo Group, or any of their respective directors, officers, Employees, Former Employees, agents, Subsidiaries or Affiliates: (i) any and all wages, salaries, incentive compensation, equity compensation, commissions, bonuses and any other employee compensation or benefits payable to or on behalf of any SpinCo Group Employees and Former SpinCo Group Employees after the Effective Time, without regard to when such wages, salaries, incentive compensation, equity compensation, commissions, bonuses or other employee compensation or benefits are or may have been awarded or earned; (ii) any and all Liabilities whatsoever with respect to claims under a SpinCo Benefit Plan, taking into account the SpinCo Benefit Plan’s assumption of Liabilities with respect to SpinCo Group Employees and Former SpinCo Group Employees that were originally the Liabilities of the corresponding Parent Benefit Plan with respect to periods prior to the Effective Time; (iii) any and all Liabilities arising out of, relating to or resulting from the employment, or termination of employment of all SpinCo Group Employees and Former SpinCo Group Employees; and (iv) any and all Liabilities expressly assumed or retained by any member of the SpinCo Group pursuant to this Agreement.

Acceptance and Assumption of SpinCo Liabilities. Except as otherwise provided by this Agreement, on or prior to the Effective Time, but in any case prior to the Distribution, SpinCo and the applicable SpinCo Designees shall accept, assume and agree faithfully to perform, discharge and fulfill all of the following Liabilities in accordance with their respective terms (each of which shall be considered a SpinCo Liability), regardless of when or where such Liabilities arose or arise, or whether the facts on which they are based occurred prior to, at to or subsequent to the Effective Time, regardless of where or against whom such Liabilities are asserted or determined (including any Liabilities arising out of claims made by Parent’s or SpinCo’s respective directors, officers, Employees, Former Employees, agents, Subsidiaries or Affiliates against any member of the Parent Group or the SpinCo Group) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the Parent Group or the SpinCo Group, or any of their respective directors, officers, Employees, Former Employees, agents, Subsidiaries or Affiliates: (i) any and all wages, salaries, incentive compensation, equity compensation, commissions, bonuses and any other employee compensation or benefits payable to or on behalf of any SpinCo Group Employees and Former SpinCo Group Employees after the Effective Time, without regard to when such wages, salaries, incentive compensation, equity compensation, commissions, bonuses or other employee compensation or benefits are or may have been awarded or earned; (ii) any and all Liabilities whatsoever with respect to claims under a SpinCo Benefit Plan, taking into account the SpinCo Benefit Plan’s assumption of Liabilities with respect to SpinCo Group Employees and Former SpinCo Group Employees that were originally the Liabilities of the corresponding Parent Benefit Plan with respect to periods prior to the Effective Time; (iii) any and all Liabilities arising out of, relating to or resulting from the employment, or termination of employment of all SpinCo Group Employees and Former SpinCo Group Employees; and (iviii) any and all Liabilities expressly assumed or retained by any member of the SpinCo Group pursuant to this Agreement.

Acceptance and Assumption of SpinCo Liabilities. Except as otherwise provided by this Agreement, on or prior to the Effective Time, but in any case prior to the Distribution, SpinCo and the applicable SpinCo Designees shall accept, assume and agree faithfully to perform, discharge and fulfill all of the following Liabilities in accordance with their respective terms (each of which shall be considered a SpinCo Liability), regardless of when or where such Liabilities arose or arise, or whether the facts on which they are based occurred prior to, at or subsequent to the Effective Time, regardless of where or against whom such Liabilities are asserted or determined (including any Liabilities arising out of claims made by Parent’s or SpinCo’s respective directors, officers, Employees, Former Employees, agents, Subsidiaries or Affiliates against any member of the Parent Group or the SpinCo Group) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the Parent Group or the SpinCo Group, or any of their respective directors, officers, Employees, Former Employees, agents, Subsidiaries or Affiliates: (i) any and all wages, salaries, incentive compensation, equity compensation, commissions, bonuses and any other employee compensation or benefits payable to or on behalf of any SpinCo Group Employees and Former SpinCo Group Employees after the Effective Time, without regard to when such wages, salaries, incentive compensation, equity compensation, commissions, bonuses or other employee compensation or benefits are or may have been awarded or earned; (ii) any and all Liabilities whatsoever with respect to claims under a SpinCo Benefit Plan, taking into account the SpinCo Benefit Plan’s assumption of Liabilities with respect to SpinCo Group Employees and Former SpinCo Group Employees that were originally the Liabilities of the corresponding Parent Benefit Plan with respect to periods prior to the Effective Time; (iii) any and all Liabilities arising out of, relating to or resulting from the employment, or termination of employment of all SpinCo Group Employees and Former SpinCo Group Employees; and (iviii) any and all Liabilities expressly assumed or retained by any member of the SpinCo Group pursuant to this Agreement.

Acceptance and Assumption of SpinCo Liabilities. Except as otherwise provided by this Agreement, on On or prior to the Effective Time, but in any case prior to the Distribution, SpinCo and the applicable SpinCo Designees shall accept, assume and agree to faithfully to perform, discharge and fulfill all of the following Liabilities in accordance with their respective terms (each of which shall be considered treated as a SpinCo Liability), regardless of when or where such Liabilities arose or arise, or whether the facts on which they are based occurred prior to, at to or subsequent to the Effective Time, regardless of where or against whom such Liabilities are asserted or determined (including any Liabilities arising out of claims made by ParentKAR’s or SpinCo’s respective directors, officers, Employees, Former Employees, agents, Subsidiaries or Affiliates against any member of the Parent KAR Group or the SpinCo Group) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the Parent KAR Group or the SpinCo Group, or any of their respective directors, officers, Employees, Former Employees, agents, Subsidiaries or Affiliates: (i) any and all wages, salaries, incentive compensationcompensation (as the same may be modified by this Agreement), equity compensationcompensation (as the same may be modified by this Agreement), commissions, bonuses and any other employee compensation or benefits payable to or on behalf of any SpinCo Group Employees and Former SpinCo Group Employees after the Effective Time, without regard to when such wages, salaries, incentive compensation, equity compensation, commissions, bonuses or other employee compensation or benefits are or may have been awarded or earned; (ii) any and all Liabilities whatsoever with respect to claims under a made by or with respect to any SpinCo Group Employees or Former SpinCo Group Employees in connection with any Benefit PlanPlan not retained or assumed by any member of the KAR Group pursuant to this Agreement, taking into account the SpinCo Benefit Plan’s assumption of Liabilities Separation and Distribution Agreement or any Ancillary Agreement; (iii) any and all Employment Taxes with respect to SpinCo Group Employees and Former SpinCo Group Employees that were originally the Liabilities of the corresponding Parent Benefit Plan with respect to periods prior to the Effective TimeEmployees; (iiiiv) any and all other employment or service-related Liabilities arising out of, relating with respect to or resulting from the employment, or termination of employment of all SpinCo Group Employees and Former SpinCo Group Employees; and (ivv) any and all Liabilities expressly assumed or retained by any member of the SpinCo Group pursuant to this Agreement or Schedule 2.4(a) of the Separation and Distribution Agreement.

Acceptance and Assumption of SpinCo Liabilities. Except as otherwise provided by this Agreement, on or prior to the Effective Time, but in any case prior to the Distribution, SpinCo and the applicable SpinCo Designees shall accept, assume and agree faithfully to perform, discharge and fulfill all of the following Liabilities in accordance with their respective terms (each of which shall be considered a SpinCo Liability), regardless of when or where such Liabilities arose or arise, or whether the facts on which they are based occurred prior to, at or subsequent to the Effective Time, regardless of where or against whom such Liabilities are asserted or determined (including any Liabilities arising out of claims made by Parent’s or SpinCo’s respective directors, officers, Employees, Former Employees, agents, Subsidiaries or Affiliates against any member of the Parent Group or the SpinCo Group) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the Parent Group or the SpinCo Group, or any of their respective directors, officers, Employees, Former Employees, agents, Subsidiaries or Affiliates: (i) any and all wages, salaries, incentive compensation, equity compensation, commissions, bonuses and any other employee compensation or benefits payable to or on behalf of any SpinCo Group Employees and Employees, Former SpinCo Group Employees and SpinCo Directors after the Effective Time, without regard to when such wages, salaries, incentive compensation, equity compensation, commissions, bonuses or other employee compensation or benefits are or may have been awarded or earned; (ii) any and all Liabilities whatsoever with respect to claims under a SpinCo Benefit Plan, taking into account including the SpinCo Benefit 401(k) Plan’s assumption of Liabilities with respect to SpinCo Group Employees and Former SpinCo Group Employees that were originally the Liabilities of the corresponding Parent Benefit Plan with respect to periods prior to the Effective Time, any Individual Agreement or Director Individual Agreement; (iii) any and all Liabilities arising out of, relating to or resulting from the employment, or termination of employment of all SpinCo Group Employees and Former SpinCo Group EmployeesEmployees or the service of any SpinCo Director; and (iv) any and all Liabilities expressly assumed or retained by any member of the SpinCo Group pursuant to this Agreement.

Acceptance and Assumption of SpinCo Liabilities. Except as otherwise provided by this Agreement, on or prior to the Effective Time, but in any case prior to the External Distribution, SpinCo and the applicable SpinCo Designees shall accept, assume and agree faithfully to perform, discharge and fulfill all of the following Liabilities in accordance with their respective terms (each of which shall be considered a SpinCo Liability), regardless of when or where such Liabilities arose or arise, or whether the facts on which they are based occurred prior to, at to or subsequent to the Effective Time, regardless of where where, how or against whom such Liabilities are asserted or determined (including any Liabilities arising out of claims made by Parent’s or SpinCo’s respective directors, officers, Employees, Former Employees, agents, independent contractors, Subsidiaries or Affiliates against any member of the Parent Group or the SpinCo Group) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the Parent Group or the SpinCo Group, or any of their respective directors, officers, Employees, Former Employees, agents, independent contractors, Subsidiaries or Affiliates: (i) any and all wages, salaries, incentive compensation, equity compensation, commissions, bonuses and any other employee compensation or benefits payable to or on behalf of any SpinCo Group Employees and Former SpinCo Group Employees after the Effective Time, without regard to when such wages, salaries, incentive compensation, equity compensation, commissions, bonuses or other employee compensation or benefits are or may have been awarded or earned; (ii) any and all Liabilities whatsoever with respect to claims under a SpinCo Benefit Plan, taking into account the SpinCo Benefit Plan’s assumption of Liabilities with respect to SpinCo Group Employees and Former SpinCo Group Employees that were originally the Liabilities of the corresponding Parent Benefit Plan with respect to periods prior to the Effective Time; (iii) any and all Liabilities arising out of, relating to or resulting from the employment, or termination of employment of all SpinCo Group Employees and Former SpinCo Group Employees; and (iviii) any and all Liabilities expressly assumed or retained by any member of the SpinCo Group pursuant to this Agreement.

Acceptance and Assumption of SpinCo Liabilities. Except as otherwise provided by this Agreement, on or as of no later than immediately prior to the Effective Distribution Time, but in any case prior to the Distribution, SpinCo Spinco and the applicable SpinCo Spinco Designees shall accept, assume and agree faithfully to perform, discharge and fulfill all of the following Liabilities in accordance with their respective terms (each of which shall be considered a SpinCo Spinco Liability), regardless of when or where such Liabilities arose or arise, or whether the facts on which they are based occurred prior to, at to or subsequent to the Effective Distribution Time, regardless of where or against whom such Liabilities are asserted or determined (including any Liabilities arising out of claims made Actions by ParentPluto’s or SpinCoSpinco’s respective directors, officers, EmployeesService Providers, Former EmployeesService Providers, agents, Subsidiaries or Affiliates against any member of the Parent Pluto Group or the SpinCo Spinco Group) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the Parent Pluto Group or the SpinCo Spinco Group, or any of their respective directors, officers, EmployeesService Providers, Former EmployeesService Providers, agents, Subsidiaries or Affiliates: (ia) any and all wages, salaries, incentive compensation, equity compensation, commissions, bonuses and any other employee compensation or benefits payable to or on behalf of any SpinCo Group Employees Spinco Service Providers and Former SpinCo Group Employees Spinco Service Providers after the Effective Distribution Time, without regard to when such wages, salaries, incentive compensation, equity compensation, commissions, bonuses or other employee compensation or benefits are or may have been awarded or earned; (ii) any and all Liabilities whatsoever with respect to claims under a SpinCo Benefit Plan, taking into account the SpinCo Benefit Plan’s assumption of Liabilities with respect to SpinCo Group Employees and Former SpinCo Group Employees that were originally the Liabilities of the corresponding Parent Benefit Plan with respect to periods prior to the Effective Time; (iiib) any and all Liabilities arising out of, relating to or resulting from the employment, service, termination of employment or termination of employment service of all SpinCo Group Employees Spinco Service Providers and Former SpinCo Group EmployeesSpinco Service Providers and their respective dependents and beneficiaries, other than any Liabilities expressly assumed or retained by Pluto under the Separation Agreement or any Ancillary Agreement; (c) any and all Liabilities whatsoever with respect to Actions under a Spinco Plan; and (ivd) any and all Liabilities expressly assumed or retained by any member of the SpinCo Spinco Group pursuant to this Agreement.

Acceptance and Assumption of SpinCo Liabilities. Except as otherwise provided by this AgreementAgreement (and without limitation of Parent’s and SpinCo’s obligations under transition services arrangements), on or prior to the Effective Time, but in any case prior to the Distribution, SpinCo and the applicable SpinCo Designees shall accept, assume and agree faithfully to perform, discharge and fulfill all of the following Liabilities in accordance with their respective terms (each of which shall be considered a SpinCo Liability), regardless of when or where such Liabilities arose or arise, or whether the facts on which they are based occurred prior to, at or subsequent to the Effective Time, regardless of where or against whom such Liabilities are asserted or determined (including any Liabilities arising out of claims made by Parent’s or SpinCo’s respective directors, officers, Employees, Former Employees, agents, Subsidiaries or Affiliates against any member of the Parent Group or the SpinCo Group) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the Parent Group or the SpinCo Group, or any of their respective directors, officers, Employees, Former Employees, agents, Subsidiaries or Affiliates: (i) any and all wages, salaries, incentive compensation, equity compensation, commissions, bonuses and any other employee compensation or benefits payable to or on behalf of any SpinCo Group Employees and Former SpinCo Group Employees after the Effective Time, without regard to when such wages, salaries, incentive compensation, equity compensation, commissions, bonuses or other employee compensation or benefits are or may have been awarded or earned; (ii) any and all Liabilities whatsoever with respect to claims under a SpinCo Benefit Plan, taking into account the SpinCo Benefit Plan’s assumption of Liabilities with respect to SpinCo Group Employees and Former SpinCo Group Employees that were originally the Liabilities of the corresponding Parent Benefit Plan with respect to periods prior to the Effective Time; (iii) any and all Liabilities arising out of, relating to or resulting from the employment, or termination of employment of all SpinCo Group Employees and Former SpinCo Group Employees; and (iv) any and all Liabilities expressly assumed or retained by any member of the SpinCo Group pursuant to this Agreement.

Acceptance and Assumption of SpinCo Liabilities. Except as otherwise provided by this Agreement, on or prior to the Effective Time, but in any case prior to the Distribution, SpinCo and the applicable certain SpinCo Designees Entities designated by SpinCo shall accept, assume and agree faithfully to perform, discharge and fulfill all of the following Liabilities in accordance with their respective terms (each of which shall be considered a SpinCo Liability), regardless of when or where such Liabilities arose or arise, or whether the facts on which they are based occurred prior to, at or subsequent to the Effective Time, regardless of where or against whom such Liabilities are asserted or determined (including any Liabilities arising out of claims made by Parent’s or SpinCo’s respective directors, officers, Employees, Former Employees, agents, Subsidiaries or Affiliates against any member of the Parent Group Entity or the SpinCo GroupEntity) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the Parent Group Entity or the SpinCo Group, Entity or any of their respective directors, officers, Employees, Former Employees, agents, Subsidiaries or Affiliates: (i) any and all wages, salaries, incentive compensation, equity compensation, commissions, bonuses and any other employee compensation or benefits payable to or on behalf of any SpinCo Group Entities Employees and Former SpinCo Group Employees after the Effective TimeEmployees, without regard to when such wages, salaries, incentive compensation, equity compensation, commissions, bonuses or other employee compensation or benefits are or may have been awarded or earned; (ii) any and all Liabilities whatsoever with respect to claims under a (A) SpinCo Benefit Plan, taking into account the Plan or (B) any Individual Agreement with any SpinCo Benefit Plan’s assumption of Liabilities with respect to SpinCo Group Employees and Entities Employee or Former SpinCo Group Employees that were originally the Liabilities of the corresponding Parent Benefit Plan with respect to periods prior to the Effective TimeEmployee; (iii) any and all Liabilities arising out of, relating to or resulting from the employment, or termination of employment employment, of all SpinCo Group Entities Employees and Former SpinCo Group Employees; (iv) any and all Liabilities, including any Liabilities arising from any Action, relating to a Parent Option Award; and (ivv) any and all Liabilities expressly assumed or retained by any member of the SpinCo Group Entity pursuant to this Agreement.

Acceptance and Assumption of SpinCo Liabilities. Except as otherwise provided by this Agreement, on or prior to the Effective Time, but in any case prior to the Distribution, SpinCo and the applicable SpinCo Designees shall accept, assume and agree faithfully to perform, discharge and fulfill all of the following Liabilities in accordance with their respective terms (each of which shall be considered a SpinCo Liability), regardless of when or where such Liabilities arose or arise, or whether the facts on which they are based occurred prior to, at or subsequent to the Effective Time, regardless of where or against whom such Liabilities are asserted or determined (including any Liabilities arising out of claims made by Parent’s or SpinCo’s respective directors, officers, Employees, Former Employees, agents, Subsidiaries or Affiliates against any member of the Parent Group or the SpinCo Group) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the Parent Group or the SpinCo Group, or any of their respective directors, officers, Employees, Former Employees, agents, Subsidiaries or Affiliates: (i) any and all wages, salaries, incentive compensation, equity compensation, commissions, bonuses and any other employee compensation or benefits payable to or on behalf of any SpinCo Group Employees and Former SpinCo Group Employees after the Effective Time, without regard to when such wages, salaries, incentive compensation, equity compensation, commissions, bonuses or other employee compensation or benefits are or may have been awarded or earned; (ii) any and all Liabilities whatsoever with respect to claims under a SpinCo Benefit Plan, taking into account the SpinCo Benefit Plan’s assumption of Liabilities with respect to SpinCo Group Employees and Former SpinCo Group Employees that were originally the Liabilities of the corresponding Parent Benefit Plan with respect to periods prior to the Effective Time; (iii) any and all Liabilities arising out of, relating to or resulting from the employment, employment or termination of employment of all SpinCo Group Employees and Former SpinCo Group Employees; and (iv) any and all Liabilities expressly assumed or retained by any member of the SpinCo Group pursuant to this Agreement.

Acceptance and Assumption of SpinCo Liabilities. Except as otherwise provided by this Agreement, on On or prior to the Effective Time, but in any case prior to the Distribution, SpinCo and the applicable SpinCo Designees shall accept, assume and agree to faithfully to perform, discharge and fulfill all of the following Liabilities in accordance with their respective terms (each of which shall be considered a SpinCo Liability), regardless of when or where such Liabilities arose or arise, or whether the facts on which they are based occurred prior to, at to or subsequent to the Effective Time, regardless of where or against whom such Liabilities are asserted or determined (including any Liabilities arising out of claims made by ParentRayonier’s or SpinCo’s respective directors, officers, Employees, Former Employees, agents, Subsidiaries or Affiliates against any member of the Parent Rayonier Group or the SpinCo Group) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the Parent Rayonier Group or the SpinCo Group, or any of their respective directors, officers, Employees, Former Employees, agents, Subsidiaries or Affiliates: (i) any and all wages, salaries, incentive compensationcompensation (as the same may be modified by this Agreement), equity compensationcompensation (as the same may be modified by this Agreement), commissions, bonuses and any other employee compensation or benefits payable to or on behalf of any SpinCo Group Employees and Former SpinCo Group Employees after the Effective Time, without regard to when such wages, salaries, incentive compensation, equity compensation, commissions, bonuses or other employee compensation or benefits are or may have been awarded or earned; (ii) any and all Liabilities whatsoever with respect to claims under a SpinCo Benefit Plan, taking into account the SpinCo Benefit Plan’s assumption of Liabilities made by or with respect to any SpinCo Group Employees and or Former SpinCo Group Employees that were originally the Liabilities in connection with any Benefit Plan not retained or assumed by any member of the corresponding Parent Benefit Plan with respect Rayonier Group pursuant to periods prior to this Agreement, the Effective Time; (iii) Separation and Distribution Agreement or any and all Liabilities arising out of, relating to or resulting from the employment, or termination of employment of all SpinCo Group Employees and Former SpinCo Group EmployeesAncillary Agreement; and (iviii) any and all Liabilities expressly assumed or retained by any member of the SpinCo Group pursuant to this Agreement.

Acceptance and Assumption of SpinCo Liabilities. Except From and after the Distribution Time, except as expressly provided otherwise provided by in this Agreement, SpinCo shall, or shall cause the applicable member of the SpinCo Group to, assume or retain, as applicable, and SpinCo hereby agrees to pay, perform, fulfill and discharge, or cause to be paid, performed, fulfilled and discharged, in due course in full: (i) except as set forth in Section 2.1(b)(iv), all Liabilities (including those arising under any Action) arising under or related to a SpinCo Benefit Plan; (ii) all Liabilities (including those arising under any Action) with respect to the employment or termination of employment of all SpinCo Employees and Former SpinCo Employees, whether arising before, on or prior to after the Effective Time, but in any case prior to the Distribution, SpinCo and the applicable SpinCo Designees shall accept, assume and agree faithfully to perform, discharge and fulfill all of the following Liabilities in accordance with their respective terms (each of which shall be considered a SpinCo Liability), regardless of when or where such Liabilities arose or arise, or whether the facts on which they are based occurred prior to, at or subsequent to the Effective Time, regardless of where or against whom such Liabilities are asserted or determined Distribution Date (including any Liabilities arising out of claims made the ARD, severance or termination liabilities arising due to failure of a SpinCo Employee or Former SpinCo Employee to continue employment on or after the Distribution or arising from the Distribution), in each case, except (A) as set forth in Section 2.1(b)(i) or Section 2.1(b)(ii) or (B) any such Liabilities that arise out of any Action brought by Parenta SpinCo Employee or Former SpinCo Employee in respect of alleged discrimination, harassment or retaliation of such SpinCo Employee or Former SpinCo Employee by any Company Employee or Former Company Employee during the course of such Company Employee’s or SpinCoFormer Company Employee’s respective directors, officers, Employees, direct or indirect supervision or management of such SpinCo Employee or Former Employees, agents, Subsidiaries or Affiliates against any member of the Parent Group or the SpinCo Group) or whether asserted or determined Employee prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the Parent Group or the SpinCo Group, or any of their respective directors, officers, Employees, Former Employees, agents, Subsidiaries or Affiliates: (i) any and all wages, salaries, incentive compensation, equity compensation, commissions, bonuses and any other employee compensation or benefits payable to or on behalf of any SpinCo Group Employees and Former SpinCo Group Employees after the Effective Time, without regard to when such wages, salaries, incentive compensation, equity compensation, commissions, bonuses or other employee compensation or benefits are or may have been awarded or earned; (ii) any and all Liabilities whatsoever with respect to claims under a SpinCo Benefit Plan, taking into account the SpinCo Benefit Plan’s assumption of Liabilities with respect to SpinCo Group Employees and Former SpinCo Group Employees that were originally the Liabilities of the corresponding Parent Benefit Plan with respect to periods prior to the Effective TimeDistribution; (iii) any and all Liabilities arising under or related to any Action with respect to all current and former employees of the Company and its Affiliates (including, without limitation, the members of the SpinCo Group), without regard to whether such current or former employees are SpinCo Employees or Former SpinCo Employees, to the extent relating to, arising out of, relating to of or resulting from the employmentownership, operation or termination conduct of employment the SpinCo Business, the SpinCo Assets or the Separately Conveyed Assets, whether known or unknown, fixed or contingent, asserted or unasserted, and not satisfied or extinguished as of all SpinCo Group Employees and Former SpinCo Group Employees; andthe Distribution Date; (iv) any and all Liabilities expressly assumed arising under or retained by related to (A) any Multiemployer Plan to which any member of the SpinCo Group pursuant contributes or has an obligation to contribute, or has in the six (6) years preceding the Distribution Time contributed or had an obligation to contribute or (B) any Multiemployer Plan covering any SpinCo Employee or Former SpinCo Employee; (v) the CBA Liabilities; and (vi) any other Liabilities allocated to SpinCo or any SpinCo Entity under this Agreement. All Assets held in trust to fund SpinCo Benefit Plans and all insurance policies funding SpinCo Benefit Plans shall be SpinCo Assets, except to the extent specifically provided otherwise in this Agreement.

Acceptance and Assumption of SpinCo Liabilities. Except as otherwise provided by this Agreement, on or as of no later than immediately prior to the Effective Distribution Time, but in any case prior to the Distribution, SpinCo Spinco and the applicable SpinCo Spinco Designees shall accept, assume and agree faithfully to perform, discharge and fulfill all of the following Liabilities in accordance with their respective terms (each of which shall be considered a SpinCo Spinco Liability), regardless of when or where such Liabilities arose or arise, or whether the facts on which they are based occurred prior to, at to or subsequent to the Effective Distribution Time, regardless of where or against whom such Liabilities are asserted or determined (including any Liabilities arising out of claims made Actions by ParentPluto’s or SpinCoSpinco’s respective directors, officers, EmployeesService Providers, Former EmployeesService Providers, agents, Subsidiaries or Affiliates against any member of the Parent Pluto Group or the SpinCo Spinco Group) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the Parent Pluto Group or the SpinCo Spinco Group, or any of their respective directors, officers, EmployeesService Providers, Former EmployeesService Providers, agents, Subsidiaries or Affiliates: (ia) any and all wages, salaries, incentive compensation, equity compensation, commissions, bonuses and any other employee compensation or benefits payable to or on behalf of any SpinCo Group Employees Spinco Service Providers and Former SpinCo Group Employees Spinco Service Providers after the Effective Distribution Time, without regard to when such wages, salaries, incentive compensation, equity compensation, commissions, bonuses or other employee compensation or benefits are or may have been awarded or earned; (ii) , including any and all Liabilities whatsoever with respect to claims under a SpinCo Benefit PlanTransition Benefits; provided that if, taking into account pursuant to the SpinCo Benefit Plan’s assumption of NEB Agreement or other agreements between the Parties, the Spinco Group bears any Liabilities with respect to SpinCo Transition Benefits, the Spinco Group Employees and Former SpinCo shall not be required to provide duplicative reimbursement of, or otherwise compensate the Pluto Group Employees that were originally the Liabilities of the corresponding Parent Benefit Plan with respect to periods prior to the Effective Timefor, such Liabilities; (iiib) any and all Liabilities arising out of, relating to or resulting from the employment, service, termination of employment or termination of employment service of all SpinCo Group Employees Spinco Service Providers and Former SpinCo Group EmployeesSpinco Service Providers and their respective dependents and beneficiaries, other than any Liabilities expressly assumed or retained by Pluto under the Separation Agreement or any Ancillary Agreement; (c) any and all Liabilities whatsoever with respect to Actions under a Spinco Plan; and (ivd) any and all Liabilities expressly assumed or retained by any member of the SpinCo Spinco Group pursuant to this Agreement.

Acceptance and Assumption of SpinCo Liabilities. Except as otherwise provided by this Agreement, on or prior to the Effective Time, but in any case prior to the Distribution, SpinCo and the applicable SpinCo Designees shall accept, assume and agree faithfully to perform, discharge and fulfill all of the following Liabilities in accordance with their respective terms (each of which shall be considered a SpinCo Liability), regardless of when or where such Liabilities arose or arise, or whether the facts on which they are based occurred prior to, at to or subsequent to the Effective Time, regardless of where where, how or against whom such Liabilities are asserted or determined (including any Liabilities arising out of claims made by Parent’s or SpinCo’s respective directors, officers, Employees, Former Employees, agents, independent contractors, Subsidiaries or Affiliates against any member of the Parent Group or the SpinCo Group) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the Parent Group or the SpinCo Group, or any of their respective directors, officers, Employees, Former Employees, agents, independent contractors, Subsidiaries or Affiliates: (i) any and all wages, salaries, incentive compensation, equity compensation, commissions, bonuses and any other employee compensation or benefits payable to or on behalf of any SpinCo Group Employees and Former SpinCo Group Employees after the Effective Time, without regard to when such wages, salaries, incentive compensation, equity compensation, commissions, bonuses or other employee compensation or benefits are or may have been awarded or earned; (ii) any and all Liabilities whatsoever with respect to claims under a SpinCo Benefit Plan, taking into account the SpinCo Benefit Plan’s assumption of Liabilities with respect to SpinCo Group Employees and Former SpinCo Group Employees that were originally the Liabilities of the corresponding Parent Benefit Plan with respect to periods prior to the Effective Time; (iii) any and all Liabilities arising out of, relating to or resulting from the employment, or termination of employment of all SpinCo Group Employees and Former SpinCo Group Employees; and (iviii) any and all Liabilities expressly assumed or retained by any member of the SpinCo Group pursuant to this Agreement.

Acceptance and Assumption of SpinCo Liabilities. Except as otherwise provided by this Agreement, on On or prior to the Effective Time, but in any case prior to the Distribution, SpinCo and the applicable SpinCo Designees shall accept, assume and agree to faithfully to perform, discharge and fulfill all of the following Liabilities in accordance with their respective terms (each of which shall be considered a SpinCo Liability), regardless of when or where such Liabilities arose or arise, or whether the facts on which they are based occurred prior to, at to or subsequent to the Effective Time, regardless of where or against whom such Liabilities are asserted or determined (including any Liabilities arising out of claims made by ParentRayonier’s or SpinCo’s respective directors, officers, Employees, Former Employees, agents, Subsidiaries or Affiliates against any member of the Parent Rayonier Group or the SpinCo Group) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the Parent Rayonier Group or the SpinCo Group, or any of their respective directors, officers, Employees, Former Employees, agents, Subsidiaries or Affiliates: (i) any and all wages, salaries, incentive compensation, equity compensationcompensation (as the same may be modified by this Agreement), commissions, bonuses and any other employee compensation or benefits payable to or on behalf of any SpinCo Group Employees and Former SpinCo Group Employees after the Effective Time, without regard to when such wages, salaries, incentive compensation, equity compensation, commissions, bonuses or other employee compensation or benefits are or may have been awarded or earned; (ii) any and all Liabilities whatsoever with respect to claims under a SpinCo Benefit Plan, taking into account the SpinCo Benefit Plan’s assumption of Liabilities made by or with respect to any SpinCo Group Employees and or Former SpinCo Group Employees that were originally the Liabilities in connection with any Benefit Plan not retained or assumed by any member of the corresponding Parent Benefit Plan with respect Rayonier Group pursuant to periods prior to this Agreement, the Effective Time; (iii) Separation and Distribution Agreement or any and all Liabilities arising out of, relating to or resulting from the employment, or termination of employment of all SpinCo Group Employees and Former SpinCo Group EmployeesAncillary Agreement; and (iviii) any and all Liabilities expressly assumed or retained by any member of the SpinCo Group pursuant to this Agreement.

Acceptance and Assumption of SpinCo Liabilities. Except as otherwise provided by this Agreement, on or prior to the Effective Time, but in any case prior to the Distribution, SpinCo and the applicable SpinCo Designees shall will accept, assume and agree faithfully to perform, discharge and fulfill all of the following SpinCo Liabilities in accordance with their respective terms (each it being understood that if any SpinCo Liability is a liability of which shall a Transferred Entity or a wholly owned Subsidiary of a Transferred Entity, such SpinCo Liability may be considered assumed by SpinCo as a result of the transfer of all of the equity interests in such Transferred Entity from Parent or the other applicable members of the RemainCo Group to SpinCo Liabilityor the applicable SpinCo Designee; provided that SpinCo will cause such Transferred Entity and such SpinCo Designee to perform, discharge and fulfill all such SpinCo Liabilities in accordance with their respective terms), such that the SpinCo Group will be liable for, to the extent it is not already liable for, all SpinCo Liabilities. SpinCo and such SpinCo Designees will be responsible for all SpinCo Liabilities, regardless of when or where such SpinCo Liabilities arose or arise, or whether the facts on which they are based occurred prior to, at to or subsequent to the Effective Time, regardless of where or against whom such SpinCo Liabilities are asserted or determined (including any SpinCo Liabilities arising out of claims made by Parent’s or SpinCo’s respective directors, officers, Employees, Former Employeesemployees, agents, Subsidiaries or Affiliates against any member of the Parent RemainCo Group or the SpinCo Group) or whether asserted or determined prior to or subsequent to the date hereofEffective Time, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the Parent RemainCo Group or the SpinCo Group, or any of their respective directors, officers, Employees, Former Employeesemployees, agents, Subsidiaries or Affiliates: (i) any and all wages, salaries, incentive compensation, equity compensation, commissions, bonuses and any other employee compensation or benefits payable to or on behalf of any SpinCo Group Employees and Former SpinCo Group Employees after the Effective Time, without regard to when such wages, salaries, incentive compensation, equity compensation, commissions, bonuses or other employee compensation or benefits are or may have been awarded or earned; (ii) any and all Liabilities whatsoever with respect to claims under a SpinCo Benefit Plan, taking into account the SpinCo Benefit Plan’s assumption of Liabilities with respect to SpinCo Group Employees and Former SpinCo Group Employees that were originally the Liabilities of the corresponding Parent Benefit Plan with respect to periods prior to the Effective Time; (iii) any and all Liabilities arising out of, relating to or resulting from the employment, or termination of employment of all SpinCo Group Employees and Former SpinCo Group Employees; and (iv) any and all Liabilities expressly assumed or retained by any member of the SpinCo Group pursuant to this Agreement.