Common use of Allocation of Employee-Related Liabilities Clause in Contracts

Allocation of Employee-Related Liabilities. (a) Subject to the terms and conditions of this Agreement, effective as of the Distribution Date, L Brands shall, or shall cause the applicable member of the L Brands Group to, assume and retain, and no member of the VS Group shall have any further obligation with respect to, any and all Liabilities (i) relating to, arising out of or in respect of any L Brands Participant (including, for the avoidance of doubt, any Former L Brands Employee) or any L Brands Plan, in each case, other than any VS Assumed Employee Liabilities (as defined below), (A) whether arising before, on or after the Distribution Date, (B) whether based on facts occurring before, on or after the Distribution Date and (C) irrespective of which Person such Liabilities are asserted against or which Person such Liabilities attached to as a matter of Applicable Law or contract or (ii) expressly assumed or retained, as applicable, by any member of the L Brands Group pursuant to this Agreement (collectively, “L Brands Retained Employee Liabilities”). For the avoidance of doubt, (1) any Liabilities relating to any Actions that are L Brands Liabilities, including those listed on Schedule 1.01(e) to the Separation Agreement relating to LB Participants or LB Plans shall constitute L Brands Retained Employee Liabilities and (2) all L Brands Retained Employee Liabilities are L Brands Liabilities for purposes of the Separation Agreement. (b) Subject to the terms and conditions of this Agreement, effective as of the Distribution Date, VS shall, or shall cause the applicable member of the VS Group to, assume, and no member of the L Brands Group shall have any further obligation with respect to, any and all Liabilities (i) relating to, arising out of or in respect of any VS Participant (including, for the avoidance of doubt, any Former VS Employee) or any VS Plan, in each case, (x) whether arising before, on or after the Distribution Date, (y) whether based on facts occurring before, on or after the Distribution Date and (z) irrespective of which Person such Liabilities are asserted against or which Person such Liabilities attached to as a matter of Applicable Law or contract or (ii) expressly assumed or retained, as applicable, by any member of the VS Group pursuant to this Agreement (collectively, “VS Assumed Employee Liabilities”), including without limitation, in the case of clause (i) above: (A) employment, separation or retirement agreements or arrangements to the extent applicable to any VS Participant; (B) wages, salaries, incentive compensation, commissions, bonuses and other compensation payable to any VS Participants, without regard to when such wages, salaries, incentive compensation, equity compensation, commissions, bonuses and other compensation are or may have been earned; (C) severance or similar termination-related pay or benefits applicable to any VS Participant relating to the termination or alleged termination of any VS Participant’s employment or service with the VS Group or L Brands Group that occurs prior to, at or after the Distribution; (D) claims made by or with respect to any VS Participant in connection with any employee benefit plan, program or policy, without regard to when such claim is in respect of; (E) subject to Section 6.04, workers’ compensation and unemployment compensation benefits for all VS Participants; (F) change in control, transaction bonus, retention and stay bonuses payable to any VS Participants; (G) any Applicable Law (including ERISA and the Code) to the extent related to participation by any VS Participant in any Employee Plan; (H) any Actions, allegations, demands, assessments, settlements or judgments relating to or involving any VS Participant (including, without limitation, those relating to labor and employment, wages, hours, overtime, employee classification, hostile workplace, civil rights, discrimination, harassment, affirmative action, work authorization, immigration, safety and health, information privacy and security, workers’ compensation, continuation coverage under group health plans, wage payment, hiring practice and the payment and withholding of Taxes); (I) any costs or expenses incurred in designing, establishing and administering any VS Plans or payroll or benefits administration for VS Participants; and (J) the employer portion of any employment, payroll or similar Taxes relating to any of the foregoing or any VS Participant. For the avoidance of doubt, (1) any Liabilities relating to any Actions that are VS Liabilities, including those listed on Schedule 1.01(l) to the Separation Agreement relating to VS Participants or VS Plans shall constitute VS Assumed Employee Liabilities and (2) all VS Assumed Employee Liabilities are VS Liabilities for purposes of the Separation Agreement.

Allocation of Employee-Related Liabilities. (a) Subject to the terms and conditions of this Agreement, effective as of the Distribution DateSeparation Effective Time, L Brands Parent shall, or shall cause the applicable member of the L Brands Parent Group to, assume and retain, and no member of the VS Lithium Group shall have any further obligation with respect to, any and all Liabilities (i) relating to, arising out of or in respect of any L Brands Parent Participant (including, for the avoidance of doubt, any Former L Brands Employee) or any L Brands Parent Plan, in each case, other than any VS Lithium Assumed Employee Liabilities Liabilities, or (as defined below)ii) attributable to actions expressly specified to be taken by any member of the Parent Group under this Agreement, in each case, (Ax) whether arising before, on or after the Distribution Separation Date, (By) whether based on facts occurring before, on or after the Distribution Separation Date and (Cz) irrespective of which Person such Liabilities are asserted against or which Person such Liabilities attached to as a matter of Applicable applicable Law or contract or (iiiii) expressly assumed or retained, as applicable, by any member of the L Brands Parent Group pursuant to this Agreement (collectively, “L Brands Parent Retained Employee Liabilities”). For the avoidance of doubt, (1) any Liabilities relating to any Actions that are L Brands Liabilities, including those listed on Schedule 1.01(e) to the Separation Agreement relating to LB Participants or LB Plans shall constitute L Brands Retained Employee Liabilities and (2) all L Brands Parent Retained Employee Liabilities are L Brands Parent Liabilities for purposes of the Separation and Distribution Agreement. (b) Subject to the terms and conditions of this Agreement, effective as of the Distribution DateSeparation Effective Time, VS the Company shall, or shall cause the applicable member of the VS Lithium Group to, assume, and no member of the L Brands Parent Group shall have any further obligation with respect to, any and all Liabilities (i) relating to, arising out of or in respect of any VS Lithium Participant (including, for the avoidance of doubt, any Former VS Employee) or any VS PlanLithium Plan or (ii) attributable to actions expressly specified to be taken by any member of the Lithium Group under this Agreement, in each case, (x) whether arising before, on or after the Distribution Separation Date, (y) whether based on facts occurring before, on or after the Distribution Separation Date and (z) irrespective of which Person such Liabilities are asserted against or which Person such Liabilities attached to as a matter of Applicable applicable Law or contract or (ii) expressly assumed or retained, as applicable, by any member of the VS Group pursuant to this Agreement (collectively, “VS Lithium Assumed Employee Liabilities”), including without limitation, in the case of clause (i) above: (Ai) employment, separation or retirement agreements or arrangements to the extent applicable to any VS Lithium Participant; (Bii) wages, salaries, incentive compensation, commissions, bonuses and other compensation payable to any VS Lithium Participants, without regard to when such wages, salaries, incentive compensation, equity compensation, commissions, bonuses and other compensation are or may have been earned; (Ciii) severance or similar termination-related pay or benefits applicable to any VS Participant relating to the termination or alleged termination of any VS Lithium Participant’s employment or service with the VS Group or L Brands Group that occurs prior to, at or after the Distribution; (Div) claims made by or with respect to any VS Lithium Participant in connection with any employee benefit plan, program or policy, without regard to when such claim is in respect of; (Ev) subject to Section 6.04, workers’ compensation and unemployment compensation benefits for all VS Lithium Participants; (Fvi) change in control, transaction bonus, retention and stay bonuses payable to any VS Lithium Participants; (Gvii) the Lithium CBAs; (viii) any Applicable applicable Law (including ERISA and the Code) to the extent related to participation by any VS Lithium Participant in any Employee Plan; (Hix) any Actions, allegations, demands, assessments, settlements or judgments relating to or involving any VS Lithium Participant (including, without limitation, those relating to labor and employment, wages, hours, overtime, employee classification, hostile workplace, civil rights, discrimination, harassment, affirmative action, work authorization, immigration, safety and health, information privacy and security, workers’ compensation, continuation coverage under group health plans, wage payment, hiring practice and the payment and withholding of Taxes); (Ix) any costs or expenses incurred in designing, establishing and administering any VS Lithium Plans or payroll or benefits administration for VS Lithium Participants; and; (Jxi) the employer portion of any employment, payroll or similar Taxes relating to any of the foregoing or any VS Lithium Participant; and (xii) any Liabilities expressly assumed or retained, as applicable, by any member of the Lithium Group pursuant to this Agreement. For the avoidance of doubt, (1) any Liabilities relating to any Actions that are VS Liabilities, including those listed on Schedule 1.01(l) to the Separation Agreement relating to VS Participants or VS Plans shall constitute VS Assumed Employee Liabilities and (2) all VS Lithium Assumed Employee Liabilities are VS Lithium Liabilities for purposes of the Separation and Distribution Agreement.

Allocation of Employee-Related Liabilities. (a) Subject to the terms and conditions of this Agreement, effective as of the Distribution DateSeparation Time, L Brands Parent shall, or shall cause the applicable member of the L Brands Parent Group to, assume and retain, and no member of the VS SpinCo Group shall have any further obligation with respect to, any and all Liabilities (i) relating to, arising out of or in respect of any L Brands Parent Participant (including, for the avoidance of doubt, any Former L Brands Employee) or any L Brands Parent Plan, in each case, other than any VS SpinCo Assumed Employee Liabilities Liabilities, in each case (as defined below), (Ax) whether arising before, on or after the Distribution Separation Date, (By) whether based on facts occurring before, on or after the Distribution Separation Date and (Cz) irrespective of which Person such Liabilities are asserted against or which Person such Liabilities attached to as a matter of Applicable applicable Law or contract contract, or (ii) expressly assumed or retained, as applicable, by any member of the L Brands Parent Group pursuant to this Agreement (collectively, “L Brands Parent Retained Employee Liabilities”). For the avoidance of doubt, (1) any Liabilities relating to any Actions that are L Brands Liabilities, including those listed on Schedule 1.01(e) to the Separation Agreement relating to LB Participants or LB Plans shall constitute L Brands Retained Employee Liabilities and (2) all L Brands Parent Retained Employee Liabilities are L Brands Parent Liabilities for purposes of the Master Separation Agreement. (b) Subject to the terms and conditions of this Agreement, effective as of the Distribution DateSeparation Time, VS the Company shall, or shall cause the applicable member of the VS SpinCo Group to, assume, and no member of the L Brands Parent Group shall have any further obligation with respect to, any and all Liabilities (i) relating to, arising out of or in respect of any VS SpinCo Participant (including, for the avoidance of doubt, any Former VS SpinCo Employee) or any VS SpinCo Plan, in each case, case (x) whether arising before, on or after the Distribution Separation Date, (y) whether based on facts occurring before, on or after the Distribution Separation Date and (z) irrespective of which Person such Liabilities are asserted against or which Person such Liabilities attached to as a matter of Applicable applicable Law or contract or (ii) expressly assumed or retained, as applicable, by any member of the VS SpinCo Group pursuant to this Agreement (collectively, “VS SpinCo Assumed Employee Liabilities”), including without limitation, in the case of clause (i) above: (Aii) employment, separation or retirement agreements or arrangements to the extent applicable to any VS SpinCo Participant; (Biii) wages, salaries, incentive compensation, commissions, bonuses and other compensation payable to any VS SpinCo Participants, without regard to when such wages, salaries, incentive compensation, equity compensation, commissions, bonuses and other compensation are or may have been earned; (Civ) severance or similar termination-related pay or benefits applicable to any VS Participant relating to the termination or alleged termination of any VS SpinCo Participant’s employment or service with the VS Group or L Brands Group that occurs prior to, at or after the Distribution; (Dv) claims made by or with respect to any VS SpinCo Participant in connection with any employee benefit plan, program or policy, without regard to when such claim is in respect of; (Evi) subject to Section 6.04, workers’ compensation and unemployment compensation benefits for all VS SpinCo Participants; (Fvii) change in control, transaction bonus, retention and stay bonuses payable to any VS SpinCo Participants; (Gviii) the SpinCo CBAs; (ix) any Applicable applicable Law (including ERISA and the Code) to the extent related to participation by any VS SpinCo Participant in any Employee Plan; (Hx) any Actions, allegations, demands, assessments, settlements or judgments relating to or involving any VS SpinCo Participant (including, without limitation, those relating to labor and employment, wages, hours, overtime, employee classification, hostile workplace, civil rights, discrimination, harassment, affirmative action, work authorization, immigration, safety and health, information privacy and security, workers’ compensation, continuation coverage under group health plans, wage payment, hiring practice and the payment and withholding of Taxes); (Ixi) any costs or expenses incurred in designing, establishing and administering any VS SpinCo Plans or payroll or benefits administration for VS SpinCo Participants; and (Jxii) the employer portion of any employment, payroll or similar Taxes relating to any of the foregoing or any VS SpinCo Participant. For the avoidance of doubt, (1) any Liabilities relating to any Actions that are VS Liabilities, including those listed on Schedule 1.01(l) to the Separation Agreement relating to VS Participants or VS Plans shall constitute VS Assumed Employee Liabilities and (2) all VS SpinCo Assumed Employee Liabilities are VS SpinCo Liabilities for purposes of the Master Separation Agreement.

Allocation of Employee-Related Liabilities. (a) Subject to the terms and conditions of this Agreement, effective as of the Distribution DateSeparation Time, L Brands Parent shall, or shall cause the applicable member of the L Brands Parent Group to, assume and retain, and no member of the VS SpinCo Group shall have any further obligation with respect to, any and all Liabilities (i) relating to, arising out of or in respect of any L Brands Parent Participant (including, for the avoidance of doubt, any Former L Brands Employee) or any L Brands Parent Plan, in each case, other than any VS SpinCo Assumed Employee Liabilities Liabilities, in each case (as defined below), (Ax) whether arising before, on or after the Distribution Separation Date, (By) whether based on facts occurring before, on or after the Distribution Separation Date and (Cz) irrespective of which Person such Liabilities are asserted against or which Person such Liabilities attached to as a matter of Applicable applicable Law or contract contract, or (ii) expressly assumed or retained, as applicable, by any member of the L Brands Parent Group pursuant to this Agreement (collectively, “L Brands Parent Retained Employee Liabilities”). For the avoidance of doubt, (1) any Liabilities relating to any Actions that are L Brands Liabilities, including those listed on Schedule 1.01(e) to the Separation Agreement relating to LB Participants or LB Plans shall constitute L Brands Retained Employee Liabilities and (2) all L Brands Parent Retained Employee Liabilities are L Brands Parent Liabilities for purposes of the Master Separation Agreement. (b) Subject to the terms and conditions of this Agreement, effective as of the Distribution DateSeparation Time, VS the Company shall, or shall cause the applicable member of the VS SpinCo Group to, assume, and no member of the L Brands Parent Group shall have any further obligation with respect to, any and all Liabilities (i) relating to, arising out of or in respect of any VS SpinCo Participant (including, for the avoidance of doubt, any Former VS SpinCo Employee) or any VS SpinCo Plan, in each case, case (x) whether arising before, on or after the Distribution Separation Date, (y) whether based on facts occurring before, on or after the Distribution Separation Date and (z) irrespective of which Person such Liabilities are asserted against or which Person such Liabilities attached to as a matter of Applicable applicable Law or contract or (ii) expressly assumed or retained, as applicable, by any member of the VS SpinCo Group pursuant to this Agreement (collectively, “VS SpinCo Assumed Employee Liabilities”), including without limitation, in the case of clause (i) above: (A) employment, separation or retirement agreements or arrangements to the extent applicable to any VS Participant; (B) wages, salaries, incentive compensation, commissions, bonuses and other compensation payable to any VS Participants, without regard to when such wages, salaries, incentive compensation, equity compensation, commissions, bonuses and other compensation are or may have been earned; (C) severance or similar termination-related pay or benefits applicable to any VS Participant relating to the termination or alleged termination of any VS Participant’s employment or service with the VS Group or L Brands Group that occurs prior to, at or after the Distribution; (D) claims made by or with respect to any VS Participant in connection with any employee benefit plan, program or policy, without regard to when such claim is in respect of; (E) subject to Section 6.04, workers’ compensation and unemployment compensation benefits for all VS Participants; (F) change in control, transaction bonus, retention and stay bonuses payable to any VS Participants; (G) any Applicable Law (including ERISA and the Code) to the extent related to participation by any VS Participant in any Employee Plan; (H) any Actions, allegations, demands, assessments, settlements or judgments relating to or involving any VS Participant (including, without limitation, those relating to labor and employment, wages, hours, overtime, employee classification, hostile workplace, civil rights, discrimination, harassment, affirmative action, work authorization, immigration, safety and health, information privacy and security, workers’ compensation, continuation coverage under group health plans, wage payment, hiring practice and the payment and withholding of Taxes); (I) any costs or expenses incurred in designing, establishing and administering any VS Plans or payroll or benefits administration for VS Participants; and (J) the employer portion of any employment, payroll or similar Taxes relating to any of the foregoing or any VS Participant. For the avoidance of doubt, (1) any Liabilities relating to any Actions that are VS Liabilities, including those listed on Schedule 1.01(l) to the Separation Agreement relating to VS Participants or VS Plans shall constitute VS Assumed Employee Liabilities and (2) all VS Assumed Employee Liabilities are VS Liabilities for purposes of the Separation Agreement.

Allocation of Employee-Related Liabilities. (a) Subject to the terms and conditions of this Agreement, effective as of the Distribution Date, L Brands VF shall, or shall cause the applicable member of the L Brands VF Group to, assume and retain, and no member of the VS Group shall have any further obligation with respect to, any and all Liabilities (i) relating to, arising out of or in respect of any L Brands Participant (including, for the avoidance of doubt, any Former L Brands Employee) or any L Brands Plan, in each case, other than any VS Assumed Employee Liabilities (as defined below), (A) whether arising before, on or after the Distribution Date, (B) whether based on facts occurring before, on or after the Distribution Date and (C) irrespective of which Person such Liabilities are asserted against or which Person such Liabilities attached to as a matter of Applicable Law or contract or (ii) expressly assumed or retained, as applicable, by any member of the L Brands Group pursuant to this Agreement (collectively, “L Brands Retained Employee Liabilities”). For the avoidance of doubt, (1) any Liabilities relating to any Actions that are L Brands Liabilities, including those listed on Schedule 1.01(e) to the Separation Agreement relating to LB Participants or LB Plans shall constitute L Brands Retained Employee Liabilities and (2) all L Brands Retained Employee Liabilities are L Brands Liabilities for purposes of the Separation Agreement. (b) Subject to the terms and conditions of this Agreement, effective as of the Distribution Date, VS shall, or shall cause the applicable member of the VS Group to, assume, and no member of the L Kontoor Brands Group shall have any further obligation with respect to, any and all Liabilities (i) relating to, arising out of or in respect of any VS VF Participant (including, for the avoidance of doubt, any Former VS Employee) or any VS VF Plan, in each case, other than any Kontoor Brands Assumed Employee Liabilities (as defined below), or (ii) attributable to actions expressly specified to be taken by any member of the VF Group under this Agreement, in each case, (x) whether arising before, on or after the Distribution Date, (y) whether based on facts occurring before, on or after the Distribution Date and (z) irrespective of which Person such Liabilities are asserted against or which Person such Liabilities attached to as a matter of Applicable Law or contract or (iiiii) expressly assumed or retained, as applicable, by any member of the VS VF Group pursuant to this Agreement (collectively, “VS VF Retained Employee Liabilities”). For the avoidance of doubt, all VF Retained Employee Liabilities are VF Liabilities for purposes of the Separation and Distribution Agreement. (b) Subject to the terms and conditions of this Agreement, effective as of the Distribution Date, Kontoor Brands shall, or shall cause the applicable member of the Kontoor Brands Group to, assume, and no member of the VF Group shall have any further obligation with respect to, any and all Liabilities (i) relating to, arising out of or in respect of any Kontoor Brands Participant or any Kontoor Brands Plan or (ii) attributable to actions expressly specified to be taken by any member of the Kontoor Brands Group under this Agreement, in each case, (x) whether arising before, on or after the Distribution Date, (y) whether based on facts occurring before, on or after the Distribution Date and (z) irrespective of which Person such Liabilities are asserted against or which Person such Liabilities attached to as a matter of Applicable Law or contract (collectively, “Kontoor Brands Assumed Employee Liabilities”), including without limitation, in the case of clause (i) above: (Ai) employment, separation or retirement agreements or arrangements to the extent applicable to any VS Kontoor Brands Participant; (Bii) wages, salaries, incentive compensation, commissions, bonuses and other compensation payable to any VS Kontoor Brands Participants, without regard to when such wages, salaries, incentive compensation, equity compensation, commissions, bonuses and other compensation are or may have been earned; (Ciii) severance or similar termination-related pay or benefits applicable to any VS Kontoor Brands Participant relating to the termination or alleged termination of any VS Kontoor Brands Participant’s employment or service with the VS Kontoor Brands Group or L Brands VF Group that occurs prior to, at or after the Distribution;; Table of Contents (Div) claims made by or with respect to any VS Kontoor Brands Participant in connection with any employee benefit plan, program or policy, without regard to when such claim is in respect of; (Ev) subject to Section 6.04, workers’ compensation and unemployment compensation benefits for all VS Kontoor Brands Participants; (Fvi) change in control, transaction bonus, retention and stay bonuses payable to any VS Kontoor Brands Participants; (Gvii) the Kontoor Brands CBAs; (viii) any Applicable Law (including ERISA and the Code) to the extent related to participation by any VS Kontoor Brands Participant in any Employee Plan; (Hix) any Actions, allegations, demands, assessments, settlements or judgments relating to or involving any VS Kontoor Brands Participant (including, without limitation, those relating to labor and employment, wages, hours, overtime, employee classification, hostile workplace, civil rights, discrimination, harassment, affirmative action, work authorization, immigration, safety and health, information privacy and security, workers’ compensation, continuation coverage under group health plans, wage payment, hiring practice and the payment and withholding of Taxes); (Ix) any costs or expenses incurred in designing, establishing and administering any VS Kontoor Brands Plans or payroll or benefits administration for VS Kontoor Brands Participants; and; (Jxi) the employer portion of any employment, payroll or similar Taxes relating to any of the foregoing or any VS Kontoor Brands Participant; and (xii) any Liabilities expressly assumed or retained, as applicable, by any member of the Kontoor Brands Group pursuant to this Agreement. For the avoidance of doubt, (1) any Liabilities relating to any Actions that are VS Liabilities, including those listed on Schedule 1.01(l) to the Separation Agreement relating to VS Participants or VS Plans shall constitute VS Assumed Employee Liabilities and (2) all VS Kontoor Brands Assumed Employee Liabilities are VS Kontoor Brands Liabilities for purposes of the Separation and Distribution Agreement.

Allocation of Employee-Related Liabilities. (a) Subject to the terms and conditions of this Agreement, effective as of the Distribution Date, L Brands ADS shall, or shall cause the applicable member of the L Brands ADS Group to, assume and retain, and no member of the VS Loyalty Ventures Group shall have any further obligation with respect to, any and all Liabilities (i) relating to, arising out of or in respect of any L Brands ADS Participant (including, for the avoidance of doubt, any Former L Brands Employee) or any L Brands ADS Plan, in each case, other than any VS Loyalty Ventures Assumed Employee Liabilities (as defined below), (A) whether arising before, on or after the Distribution Date, (B) whether based on facts occurring before, on or after the Distribution Date and (C) irrespective of which Person such Liabilities are asserted against or which Person such Liabilities attached to as a matter of Applicable Law or contract or (ii) attributable to actions expressly assumed or retained, as applicable, specified to be taken by any member of the L Brands ADS Group pursuant to this Agreement (collectively, “L Brands Retained Employee Liabilities”). For the avoidance of doubt, (1) any Liabilities relating to any Actions that are L Brands Liabilities, including those listed on Schedule 1.01(e) to the Separation Agreement relating to LB Participants or LB Plans shall constitute L Brands Retained Employee Liabilities and (2) all L Brands Retained Employee Liabilities are L Brands Liabilities for purposes of the Separation Agreement. (b) Subject to the terms and conditions of under this Agreement, effective as of the Distribution Date, VS shall, or shall cause the applicable member of the VS Group to, assume, and no member of the L Brands Group shall have any further obligation with respect to, any and all Liabilities (i) relating to, arising out of or in respect of any VS Participant (including, for the avoidance of doubt, any Former VS Employee) or any VS Plan, in each case, (x) whether arising before, on or after the Distribution Date, (y) whether based on facts occurring before, on or after the Distribution Date and (z) irrespective of which Person such Liabilities are asserted against or which Person such Liabilities attached to as a matter of Applicable applicable Law or contract or (iiiii) expressly assumed or retained, as applicable, by any member of the VS ADS Group pursuant to this Agreement (collectively, “VS ADS Retained Employee Liabilities”). For the avoidance of doubt, all ADS Retained Employee Liabilities are ADS Liabilities for purposes of the Separation Agreement. 1 Note to Draft: To be updated. (b) Subject to the terms and conditions of this Agreement, effective as of the Distribution Date, Loyalty Ventures shall, or shall cause the applicable member of the Loyalty Ventures Group to, assume, and no member of the ADS Group shall have any further obligation with respect to, any and all Liabilities (i) relating to, arising out of or in respect of any Loyalty Ventures Participant or any Loyalty Ventures Plan or (ii) attributable to actions expressly specified to be taken by any member of the Loyalty Ventures Group under this Agreement, in each case, (x) whether arising before, on or after the Distribution Date, (y) whether based on facts occurring before, on or after the Distribution Date and (z) irrespective of which Person such Liabilities are asserted against or which Person such Liabilities attached to as a matter of applicable Law or contract (collectively, “Loyalty Ventures Assumed Employee Liabilities”), including without limitation, in the case of clause (i) above: (Ai) employment, separation or retirement agreements or arrangements to the extent applicable to any VS Loyalty Ventures Participant; (Bii) wages, salaries, incentive compensation, commissions, bonuses and other compensation payable to any VS Loyalty Ventures Participants, without regard to when such wages, salaries, incentive compensation, equity compensation, commissions, bonuses and other compensation are or may have been earned; (Ciii) severance or similar termination-related pay or benefits applicable to any VS Loyalty Ventures Participant relating to the termination or alleged termination of any VS Loyalty Ventures Participant’s employment or service with the VS Loyalty Ventures Group or L Brands ADS Group that occurs prior to, at or after the Distribution; (Div) claims made by or with respect to any VS Participant in connection with any employee benefit plan, program or policy, without regard to when such claim is in respect of; (E) subject to Section 6.04, workers’ compensation and unemployment compensation benefits for all VS Loyalty Ventures Participants; (Fv) change in control, transaction bonus, retention and stay bonuses payable to any VS Loyalty Ventures Participants; (Gvi) any Applicable applicable Law (including ERISA and the Code) to the extent related to participation by any VS Loyalty Ventures Participant in any Employee Plan; (Hvii) any Actions, allegations, demands, assessments, settlements or judgments relating to or involving any VS Loyalty Ventures Participant (including, without limitation, those relating to labor and employment, wages, hours, overtime, employee classification, hostile workplace, civil rights, discrimination, harassment, affirmative action, work authorization, immigration, safety and health, information privacy and security, workers’ compensation, continuation coverage under group health plans, wage payment, hiring practice and the payment and withholding of Taxes); (Iviii) any costs or expenses incurred in designing, establishing and administering any VS Loyalty Ventures Plans or payroll or benefits administration for VS Loyalty Ventures Participants; and; (Jix) the employer portion of any employment, payroll or similar Taxes relating to any of the foregoing for any Loyalty Ventures Participant; and (x) any Liabilities expressly assumed or retained, as applicable, by any VS Participantmember of the Loyalty Ventures Group pursuant to this Agreement. For the avoidance of doubt, (1) any Liabilities relating to any Actions that are VS Liabilities, including those listed on Schedule 1.01(l) to the Separation Agreement relating to VS Participants or VS Plans shall constitute VS Assumed Employee Liabilities and (2) all VS Loyalty Ventures Assumed Employee Liabilities are VS Loyalty Ventures Liabilities for purposes of the Separation Agreement.