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 Separation Effective Time, Parent shall, or shall cause the applicable member of the Parent Group to, assume and retain, and no member of the 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 Parent Participant or any Parent Plan, in each case, other than any Lithium Assumed Employee Liabilities, or (ii) attributable to actions expressly specified to be taken by any member of the Parent Group under this Agreement, in each case, (x) whether arising before, on or after the Separation Date, (y) whether based on facts occurring before, on or after the 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 Law or contract or (iii) expressly assumed or retained, as applicable, by any member of the Parent Group pursuant to this Agreement (collectively, “Parent Retained Employee Liabilities”). For the avoidance of doubt, all Parent Retained Employee Liabilities are Parent Liabilities for purposes of the Separation and Distribution Agreement. (b) Subject to the terms and conditions of this Agreement, effective as of the Separation Effective Time, the Company shall, or shall cause the applicable member of the Lithium Group to, assume, and no member of the 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 Lithium Participant or any Lithium 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 Separation Date, (y) whether based on facts occurring before, on or after the 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 Law or contract (collectively, “Lithium Assumed Employee Liabilities”), including without limitation: (i) employment, separation or retirement agreements or arrangements to the extent applicable to any Lithium Participant; (ii) wages, salaries, incentive compensation, commissions, bonuses and other compensation payable to any Lithium Participants, without regard to when such wages, salaries, incentive compensation, equity compensation, commissions, bonuses and other compensation are or may have been earned; (iii) severance or similar termination-related pay or benefits applicable to any Lithium Participant; (iv) claims made by or with respect to any Lithium Participant in connection with any employee benefit plan, program or policy, without regard to when such claim is in respect of; (v) workers’ compensation and unemployment compensation benefits for all Lithium Participants; (vi) change in control, transaction bonus, retention and stay bonuses payable to any Lithium Participants; (vii) the Lithium CBAs; (viii) any applicable Law (including ERISA and the Code) to the extent related to participation by any Lithium Participant in any Employee Plan; (ix) any Actions, allegations, demands, assessments, settlements or judgments relating to or involving any 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); (x) any costs or expenses incurred in designing, establishing and administering any Lithium Plans or payroll or benefits administration for Lithium Participants; (xi) the employer portion of any employment, payroll or similar Taxes relating to any of the foregoing or any 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, all Lithium Assumed Employee Liabilities are 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 Separation Effective TimeDistribution Date, Parent L Brands shall, or shall cause the applicable member of the Parent L Brands Group to, assume and retain, and no member of the Lithium 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 Parent L Brands Participant (including, for the avoidance of doubt, any Former L Brands Employee) or any Parent L Brands Plan, in each case, other than any Lithium VS Assumed Employee Liabilities, or Liabilities (ii) attributable to actions expressly specified to be taken by any member of the Parent Group under this Agreement, in each caseas defined below), (xA) whether arising before, on or after the Separation Distribution Date, (yB) whether based on facts occurring before, on or after the Separation Distribution Date and (zC) 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 Parent L Brands Group pursuant to this Agreement (collectively, “Parent 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 Parent L Brands Retained Employee Liabilities are Parent L Brands Liabilities for purposes of the Separation and Distribution Agreement. (b) Subject to the terms and conditions of this Agreement, effective as of the Separation Effective TimeDistribution Date, the Company VS shall, or shall cause the applicable member of the Lithium VS Group to, assume, and no member of the Parent 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 Lithium VS Participant (including, for the avoidance of doubt, any Former VS Employee) or any Lithium Plan or (ii) attributable to actions expressly specified to be taken by any member of the Lithium Group under this AgreementVS Plan, in each case, (x) whether arising before, on or after the Separation Distribution Date, (y) whether based on facts occurring before, on or after the Separation 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 (ii) expressly assumed or retained, as applicable, by any member of the VS Group pursuant to this Agreement (collectively, “Lithium VS Assumed Employee Liabilities”), including without limitation, in the case of clause (i) above: (iA) employment, separation or retirement agreements or arrangements to the extent applicable to any Lithium VS Participant; (iiB) wages, salaries, incentive compensation, commissions, bonuses and other compensation payable to any Lithium VS Participants, without regard to when such wages, salaries, incentive compensation, equity compensation, commissions, bonuses and other compensation are or may have been earned; (iiiC) severance or similar termination-related pay or benefits applicable to any Lithium 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; (ivD) claims made by or with respect to any Lithium VS Participant in connection with any employee benefit plan, program or policy, without regard to when such claim is in respect of; (vE) subject to Section 6.04, workers’ compensation and unemployment compensation benefits for all Lithium VS Participants; (viF) change in control, transaction bonus, retention and stay bonuses payable to any Lithium VS Participants; (vii) the Lithium CBAs; (viiiG) any applicable Applicable Law (including ERISA and the Code) to the extent related to participation by any Lithium VS Participant in any Employee Plan; (ixH) any Actions, allegations, demands, assessments, settlements or judgments relating to or involving any Lithium 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); (xI) any costs or expenses incurred in designing, establishing and administering any Lithium VS Plans or payroll or benefits administration for Lithium VS Participants;; and (xiJ) the employer portion of any employment, payroll or similar Taxes relating to any of the foregoing or any Lithium VS 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 Lithium VS Assumed Employee Liabilities are Lithium VS 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 Separation Effective Time, Parent shall, or shall cause the applicable member of the Parent Group to, assume and retain, and no member of the Lithium 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 Parent Participant or any Parent Plan, in each case, other than any Lithium SpinCo Assumed Employee Liabilities, in each case (x) whether arising before, on or after the Separation Date, (y) whether based on facts occurring before, on or after the 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 Law or contract, or (ii) attributable to actions expressly specified to be taken assumed or retained, as applicable, by any member of the Parent Group under pursuant to this Agreement (collectively, “Parent Retained Employee Liabilities”). For the avoidance of doubt, all Parent Retained Employee Liabilities are Parent Liabilities for purposes of the Master Separation Agreement. (b) Subject to the terms and conditions of this Agreement, effective as of the Separation Time, the Company shall, or shall cause the applicable member of the SpinCo Group to, assume, and no member of the 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 SpinCo Participant (including, for the avoidance of doubt, any Former SpinCo Employee) or any SpinCo Plan, in each case, case (x) whether arising before, on or after the Separation Date, (y) whether based on facts occurring before, on or after the 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 Law or contract or (iiiii) expressly assumed or retained, as applicable, by any member of the Parent SpinCo Group pursuant to this Agreement (collectively, “Parent Retained Employee Liabilities”). For the avoidance of doubt, all Parent Retained Employee Liabilities are Parent Liabilities for purposes of the Separation and Distribution Agreement. (b) Subject to the terms and conditions of this Agreement, effective as of the Separation Effective Time, the Company shall, or shall cause the applicable member of the Lithium Group to, assume, and no member of the 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 Lithium Participant or any Lithium 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 Separation Date, (y) whether based on facts occurring before, on or after the 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 Law or contract (collectively, “Lithium SpinCo Assumed Employee Liabilities”), including without limitation, in the case of clause (i) above: (iii) employment, separation or retirement agreements or arrangements to the extent applicable to any Lithium SpinCo Participant; (iiiii) wages, salaries, incentive compensation, commissions, bonuses and other compensation payable to any Lithium SpinCo Participants, without regard to when such wages, salaries, incentive compensation, equity compensation, commissions, bonuses and other compensation are or may have been earned; (iiiiv) severance or similar termination-related pay or benefits applicable to any Lithium SpinCo Participant; (ivv) claims made by or with respect to any Lithium SpinCo Participant in connection with any employee benefit plan, program or policy, without regard to when such claim is in respect of; (vvi) workers’ compensation and unemployment compensation benefits for all Lithium SpinCo Participants; (vivii) change in control, transaction bonus, retention and stay bonuses payable to any Lithium SpinCo Participants; (viiviii) the Lithium SpinCo CBAs; (viiiix) any applicable Law (including ERISA and the Code) to the extent related to participation by any Lithium SpinCo Participant in any Employee Plan; (ixx) any Actions, allegations, demands, assessments, settlements or judgments relating to or involving any Lithium 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); (xxi) any costs or expenses incurred in designing, establishing and administering any Lithium SpinCo Plans or payroll or benefits administration for Lithium SpinCo Participants;; and (xixii) the employer portion of any employment, payroll or similar Taxes relating to any of the foregoing or any Lithium SpinCo 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, all Lithium SpinCo Assumed Employee Liabilities are Lithium SpinCo Liabilities for purposes of the Master Separation and Distribution Agreement.

Allocation of Employee-Related Liabilities. (a) Subject to the terms and conditions of this Agreement, effective as of the Separation Effective Time, Parent shall, or shall cause the applicable member of the Parent Group to, assume and retain, and no member of the Lithium 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 Parent Participant or any Parent Plan, in each case, other than any Lithium SpinCo Assumed Employee Liabilities, in each case (x) whether arising before, on or after the Separation Date, (y) whether based on facts occurring before, on or after the 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 Law or contract, or (ii) attributable to actions expressly specified to be taken assumed or retained, as applicable, by any member of the Parent Group under pursuant to this Agreement (collectively, “Parent Retained Employee Liabilities”). For the avoidance of doubt, all Parent Retained Employee Liabilities are Parent Liabilities for purposes of the Master Separation Agreement. (b) Subject to the terms and conditions of this Agreement, effective as of the Separation Time, the Company shall, or shall cause the applicable member of the SpinCo Group to, assume, and no member of the 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 SpinCo Participant (including, for the avoidance of doubt, any Former SpinCo Employee) or any SpinCo Plan, in each case, case (x) whether arising before, on or after the Separation Date, (y) whether based on facts occurring before, on or after the 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 Law or contract or (iiiii) expressly assumed or retained, as applicable, by any member of the Parent SpinCo Group pursuant to this Agreement (collectively, “Parent Retained Employee Liabilities”). For the avoidance of doubt, all Parent Retained Employee Liabilities are Parent Liabilities for purposes of the Separation and Distribution Agreement. (b) Subject to the terms and conditions of this Agreement, effective as of the Separation Effective Time, the Company shall, or shall cause the applicable member of the Lithium Group to, assume, and no member of the 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 Lithium Participant or any Lithium 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 Separation Date, (y) whether based on facts occurring before, on or after the 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 Law or contract (collectively, “Lithium SpinCo Assumed Employee Liabilities”), including without limitation: , in the case of clause (i) employment, separation or retirement agreements or arrangements to the extent applicable to any Lithium Participant; (ii) wages, salaries, incentive compensation, commissions, bonuses and other compensation payable to any Lithium Participants, without regard to when such wages, salaries, incentive compensation, equity compensation, commissions, bonuses and other compensation are or may have been earned; (iii) severance or similar termination-related pay or benefits applicable to any Lithium Participant; (iv) claims made by or with respect to any Lithium Participant in connection with any employee benefit plan, program or policy, without regard to when such claim is in respect of; (v) workers’ compensation and unemployment compensation benefits for all Lithium Participants; (vi) change in control, transaction bonus, retention and stay bonuses payable to any Lithium Participants; (vii) the Lithium CBAs; (viii) any applicable Law (including ERISA and the Code) to the extent related to participation by any Lithium Participant in any Employee Plan; (ix) any Actions, allegations, demands, assessments, settlements or judgments relating to or involving any 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); (x) any costs or expenses incurred in designing, establishing and administering any Lithium Plans or payroll or benefits administration for Lithium Participants; (xi) the employer portion of any employment, payroll or similar Taxes relating to any of the foregoing or any 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, all Lithium Assumed Employee Liabilities are Lithium Liabilities for purposes of the Separation and Distribution Agreement.above:

Allocation of Employee-Related Liabilities. (a) Subject to the terms and conditions of this Agreement, effective as of the Separation Effective TimeDistribution Date, Parent VF shall, or shall cause the applicable member of the Parent VF Group to, assume and retain, and no member of the Lithium 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 Parent VF Participant or any Parent VF Plan, in each case, other than any Lithium Kontoor Brands Assumed Employee LiabilitiesLiabilities (as defined below), or (ii) attributable to actions expressly specified to be taken by any member of the Parent VF Group under this Agreement, in each case, (x) whether arising before, on or after the Separation Distribution Date, (y) whether based on facts occurring before, on or after the Separation 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 (iii) expressly assumed or retained, as applicable, by any member of the Parent VF Group pursuant to this Agreement (collectively, “Parent VF Retained Employee Liabilities”). For the avoidance of doubt, all Parent VF Retained Employee Liabilities are Parent VF Liabilities for purposes of the Separation and Distribution Agreement. (b) Subject to the terms and conditions of this Agreement, effective as of the Separation Effective TimeDistribution Date, the Company Kontoor Brands shall, or shall cause the applicable member of the Lithium Kontoor Brands Group to, assume, and no member of the Parent 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 Lithium Kontoor Brands Participant or any Lithium Kontoor Brands Plan or (ii) attributable to actions expressly specified to be taken by any member of the Lithium Kontoor Brands Group under this Agreement, in each case, (x) whether arising before, on or after the Separation Distribution Date, (y) whether based on facts occurring before, on or after the Separation 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 (collectively, “Lithium Kontoor Brands Assumed Employee Liabilities”), including without limitation: (i) employment, separation or retirement agreements or arrangements to the extent applicable to any Lithium Kontoor Brands Participant; (ii) wages, salaries, incentive compensation, commissions, bonuses and other compensation payable to any Lithium 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; (iii) severance or similar termination-related pay or benefits applicable to any Lithium Kontoor Brands Participant relating to the termination or alleged termination of any Kontoor Brands Participant;’s employment or service with the Kontoor Brands Group or VF Group that occurs prior to, at or after the Distribution; Table of Contents (iv) claims made by or with respect to any Lithium Kontoor Brands Participant in connection with any employee benefit plan, program or policy, without regard to when such claim is in respect of; (v) workers’ compensation and unemployment compensation benefits for all Lithium Kontoor Brands Participants; (vi) change in control, transaction bonus, retention and stay bonuses payable to any Lithium Kontoor Brands Participants; (vii) the Lithium Kontoor Brands CBAs; (viii) any applicable Applicable Law (including ERISA and the Code) to the extent related to participation by any Lithium Kontoor Brands Participant in any Employee Plan; (ix) any Actions, allegations, demands, assessments, settlements or judgments relating to or involving any Lithium 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); (x) any costs or expenses incurred in designing, establishing and administering any Lithium Kontoor Brands Plans or payroll or benefits administration for Lithium Kontoor Brands Participants; (xi) the employer portion of any employment, payroll or similar Taxes relating to any of the foregoing or any Lithium Kontoor Brands Participant; and (xii) any Liabilities expressly assumed or retained, as applicable, by any member of the Lithium Kontoor Brands Group pursuant to this Agreement. For the avoidance of doubt, all Lithium Kontoor Brands Assumed Employee Liabilities are Lithium 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 Separation Effective TimeDistribution Date, Parent ADS shall, or shall cause the applicable member of the Parent ADS Group to, assume and retain, and no member of the Lithium 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 Parent ADS Participant or any Parent ADS Plan, in each case, other than any Lithium Loyalty Ventures Assumed Employee LiabilitiesLiabilities (as defined below), or (ii) attributable to actions expressly specified to be taken by any member of the Parent ADS Group under this Agreement, in each case, (x) whether arising before, on or after the Separation Distribution Date, (y) whether based on facts occurring before, on or after the Separation 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 (iii) expressly assumed or retained, as applicable, by any member of the Parent ADS Group pursuant to this Agreement (collectively, “Parent ADS Retained Employee Liabilities”). For the avoidance of doubt, all Parent ADS Retained Employee Liabilities are Parent ADS Liabilities for purposes of the Separation and Distribution Agreement. 1 Note to Draft: To be updated. (b) Subject to the terms and conditions of this Agreement, effective as of the Separation Effective TimeDistribution Date, the Company Loyalty Ventures shall, or shall cause the applicable member of the Lithium Loyalty Ventures Group to, assume, and no member of the Parent 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 Lithium Loyalty Ventures Participant or any Lithium Loyalty Ventures Plan or (ii) attributable to actions expressly specified to be taken by any member of the Lithium Loyalty Ventures Group under this Agreement, in each case, (x) whether arising before, on or after the Separation Distribution Date, (y) whether based on facts occurring before, on or after the Separation 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, “Lithium Loyalty Ventures Assumed Employee Liabilities”), including without limitation: (i) employment, separation or retirement agreements or arrangements to the extent applicable to any Lithium Loyalty Ventures Participant; (ii) wages, salaries, incentive compensation, commissions, bonuses and other compensation payable to any Lithium 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; (iii) severance or similar termination-related pay or benefits applicable to any Lithium Loyalty Ventures Participant relating to the termination or alleged termination of any Loyalty Ventures Participant’s employment or service with the Loyalty Ventures Group or ADS Group that occurs prior to, at or after the Distribution; (iv) claims made by or with respect to any Lithium Participant in connection with any employee benefit plan, program or policy, without regard to when such claim is in respect of; (v) workers’ compensation and unemployment compensation benefits for all Lithium Loyalty Ventures Participants; (viv) change in control, transaction bonus, retention and stay bonuses payable to any Lithium Loyalty Ventures Participants; (vii) the Lithium CBAs; (viiivi) any applicable Law (including ERISA and the Code) to the extent related to participation by any Lithium Loyalty Ventures Participant in any Employee Plan; (ixvii) any Actions, allegations, demands, assessments, settlements or judgments relating to or involving any Lithium 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); (xviii) any costs or expenses incurred in designing, establishing and administering any Lithium Loyalty Ventures Plans or payroll or benefits administration for Lithium Loyalty Ventures Participants; (xiix) the employer portion of any employment, payroll or similar Taxes relating to any of the foregoing or for any Lithium Loyalty Ventures Participant; and (xiix) any Liabilities expressly assumed or retained, as applicable, by any member of the Lithium Loyalty Ventures Group pursuant to this Agreement. For the avoidance of doubt, all Lithium Loyalty Ventures Assumed Employee Liabilities are Lithium Loyalty Ventures Liabilities for purposes of the Separation and Distribution Agreement.