Common use of Allocation of Employment Liabilities Clause in Contracts

Allocation of Employment Liabilities. (i) Except as otherwise specifically provided in this Article VII, Ashland and the Asset Selling Corporations shall retain liability and responsibility and shall indemnify and hold Buyer and its Affiliates harmless for all employment and employee-benefit related liabilities, obligations, claims or losses (including the payment of wages, bonuses, profit share and other compensation entitlements and the provision of employee benefits and any “withdrawal liabilities” as defined in Sections 4203 or 4205 of ERISA), that relate to any period prior to the Effective Time, whether or not such liabilities, obligations, claims or losses become due before, on or after the Closing Date, that relate to (x) the Employees or (y) any individual who was formerly employed by or provided services to Ashland or any of its Affiliates and whose employment or service relationship terminated for any reason prior to the Closing Date (the “Former Employees”)(or any dependent or beneficiary of any such Employee or any such individual). Except as otherwise specifically provided in this Article VII, effective as of the Effective Time, Buyer or a Buyer Corporation shall assume and be solely responsible and shall indemnify and hold Ashland and its Affiliates harmless for all employment and employee-benefits related liabilities, obligations, claims or losses that relate to the Transferred Employees (or any dependent or beneficiary of any Transferred Employee) that relate to any period on or after the Effective Time, whether or not such liabilities, obligations, claims or losses become due on or after the Closing Date, or are otherwise expressly assumed by Buyer or a Buyer Corporation pursuant to this Agreement. (ii) Ashland and the Asset Selling Corporations shall retain all liabilities and obligations for all workers’ compensation, short- and long-term disability, medical, prescription drug, dental, vision, life insurance, accidental death and dismemberment and other welfare benefit claims incurred by Former Employees and Employees prior to the Effective Time that are covered under the terms of the applicable plans of Ashland and the Asset Selling Corporations or their respective Affiliates. With respect to claims incurred on or after the Effective Time by the Transferred Employees and their eligible dependents for workers’ compensation, short- and long-term disability, medical, prescription drug, dental, vision, life insurance, accidental death and dismemberment and other welfare benefit claims, Buyer or a Buyer Corporation shall be responsible. For these purposes, a claim shall be deemed to be incurred: (i) in the case of workers’ compensation and short- or long-term disability benefits (including related health benefits), at the time of the injury, sickness or other event giving rise to the claim for such benefits; (ii) in the case of medical, prescription drug, dental or vision benefits, at the time professional services, equipment or prescription drugs covered by the applicable plan are obtained; (iii) in the case of life insurance benefits, upon death; and (iv) in the case of accidental death and dismemberment benefits, at the time of the accident. (iii) The liabilities, obligations, claims and losses that are retained by Ashland and the Asset Selling Corporations pursuant to Sections 7.5(g)(i) and (ii) above are referred to herein as the “Retained Employee Liabilities.”

Allocation of Employment Liabilities. (i) Except as otherwise specifically provided in this Article VIIAgreement, Ashland and the Asset Selling Corporations Sellers shall retain liability and responsibility and shall indemnify and hold Buyer and its Affiliates harmless for all employment and employee-benefit related liabilities, obligations, claims or losses (including the payment that arise as a result of wages, bonuses, profit share and other compensation entitlements and the provision of employee benefits and any “withdrawal liabilities” as defined in Sections 4203 an event or 4205 of ERISA), events that relate to any period occurred prior to the Effective Time, whether or not such liabilities, obligations, claims or losses become due before, 12:01 a.m. (EST) on or after the Closing Date, that relate to (x) the Employees or (y) any individual who was formerly employed by or provided services to Ashland or any of its Affiliates and whose employment or service relationship terminated for any reason prior to the Closing Date (or, in the “Former Employees”)(or case of any Inactive US Employee, the date such employee becomes a Transferred US Employee) that relate to the US Employees (or any dependent or beneficiary of any such Employee or any such individualUS Employee). Except as otherwise specifically provided in this Article VIIAgreement, effective as of 12:01 a.m. on the Effective TimeClosing Date (or, Buyer or in the case of any Inactive US Employee, the date such employee becomes a Buyer Corporation Transferred US Employee), the Purchasers shall assume and be solely responsible and shall indemnify and hold Ashland and its Affiliates harmless for all employment and employee-benefits related liabilities, obligations, claims or losses that relate to the Transferred US Employees (or any dependent or beneficiary of any Transferred US Employee) that relate to any period arise as a result of an event or events that occurred on or after the Effective Time, whether or not such liabilities, obligations, claims or losses become due 12:01 a.m. on or after the Closing DateDate (or, or are otherwise expressly assumed by Buyer or in the case of any Inactive US Employee, the date such employee becomes a Buyer Corporation pursuant to this AgreementTransferred US Employee). (ii) Ashland and the Asset Selling Corporations Sellers shall retain all liabilities and obligations for all workers’ compensation, short- and long-term disability, medical, prescription drug, dental, vision, life insurance, accidental death and dismemberment and other welfare benefit claims incurred by Former Employees and the US Employees prior to 12:01 a.m. on the Effective Time Closing Date (or, in the case of any Inactive US Employee, the date such employee becomes a Transferred US Employee) that are covered under the terms of the applicable plans of Ashland and the Asset Selling Corporations or their respective AffiliatesUS Benefit Plans. With respect to claims incurred on or after 12:01 a.m. on the Effective Time Closing Date (or, in the case of any Inactive US Employee, the date such employee becomes a Transferred US Employee) by the Transferred US Employees and their eligible dependents for workers’ compensation, short- and long-term disability, medical, prescription drug, dental, vision, life insurance, accidental death and dismemberment and other welfare benefit claims, Buyer or a Buyer Corporation the Purchasers shall be responsible. For these purposes, a claim shall be deemed to be incurred: (iA) in the case of workers’ compensation and short- or long-term disability benefits (including related health benefits), at the time of the injury, sickness or other event giving rise to the claim for such benefits; (iiB) in the case of medical, prescription drug, dental or vision benefits, at the time professional services, equipment or prescription drugs covered by the applicable plan are obtainedobtained (provided that Sellers shall be responsible for the costs of any hospital stay that commences prior to 12:01 a.m. on the Closing Date (or, in the case of any Inactive US Employee, the date such employee becomes a Transferred US Employee)); (iiiC) in the case of life insurance benefits, upon death; and (ivD) in the case of accidental death and dismemberment benefits, at the time of the accident. (iii) The liabilities, obligations, claims and losses that are retained by Ashland and the Asset Selling Corporations pursuant to Sections 7.5(g)(i) and (ii) above are referred to herein as the “Retained Employee Liabilities.”

Allocation of Employment Liabilities. (ia) Except with respect to any Liabilities that transfer to Buyer or any if its Subsidiaries pursuant to applicable Law (including any Liabilities relating to any current or former Business Employee of a Transferred Entity or JV Entity or any Assumed Plan) or as otherwise specifically provided in this Agreement (including, for the sake of clarity, Section 7.08(c)), Section 2.07 and the Transition Services Agreement, and prior to the Transfer Date of any Transferred Entity Employee, the Sellers shall assume or retain, as applicable, Liability and responsibility for all employment and employee-benefit related Liabilities, obligations, claims or losses that arise as a result of an event or events that occurred prior to the Closing Date that relate to the Business Employees (or any dependent or beneficiary of any Business Employee). Seller shall bear any costs related to, and shall indemnify and hold harmless Buyer and its Subsidiaries from and against any claims related to, the Liabilities assumed or retained by the Sellers pursuant to the immediately preceding sentence. (b) Except as otherwise specifically provided in this Article VIIAgreement (including, Ashland for the sake of clarity, Section 7.08(c)) and subject to Section 2.07 and the Asset Selling Corporations shall retain liability and responsibility and shall indemnify and hold Buyer and its Affiliates harmless for all employment and employee-benefit related liabilities, obligations, claims or losses (including the payment of wages, bonuses, profit share and other compensation entitlements and the provision of employee benefits and any “withdrawal liabilities” as defined in Sections 4203 or 4205 of ERISA), that relate to any period prior to the Effective Time, whether or not such liabilities, obligations, claims or losses become due before, on or after the Closing Date, that relate to (x) the Employees or (y) any individual who was formerly employed by or provided services to Ashland or any of its Affiliates and whose employment or service relationship terminated for any reason prior to the Closing Date (the “Former Employees”)(or any dependent or beneficiary of any such Employee or any such individual). Except as otherwise specifically provided in this Article VIITransition Services Agreement, effective as of the Effective TimeClosing Date, Buyer or a Buyer Corporation its Subsidiaries (including the Transferred Entities and JV Entities) shall assume or retain, as applicable, and be solely responsible and shall indemnify and hold Ashland and its Affiliates harmless for all employment and employee-benefits related liabilitiesLiabilities, obligations, claims or losses that relate to (i) any Transferred Entity Employee (or his or her dependent or beneficiary) that arise as a result of an event or events that occurred before, on or after the Transfer Date, (ii) any Assumed Plan that arise as a result of an event or events that occurred before, on or after the Transfer Date, and (iii) any Transferred Employees Employee (or any dependent or beneficiary of any Transferred Employee) that relate to any period arise as a result of an event or events that occurred on or after the Effective Time, whether or not such liabilities, obligations, claims or losses become due on or after the Closing Date, Transfer Date or are otherwise expressly assumed by Buyer or a Buyer Corporation its Subsidiaries (including the Transferred Entities) pursuant to this Agreement. Buyer shall bear any costs related to, and shall indemnify and hold harmless Seller and the Asset Sellers from and against any claims related to, the Liabilities assumed or retained by the Buyer and its Affiliates (including the Transferred Entities and JV Entities) pursuant to the immediately preceding sentence. (iic) Ashland Subject to Section 2.07 and the Asset Selling Corporations Transition Services Agreement, the Sellers shall retain all liabilities Liabilities and obligations for all workers’ compensation, short- and long-term disability, medical, U.S. retiree medical, prescription drug, dental, vision, life insurance, accidental death and dismemberment and other welfare benefit claims incurred by Former Employees and Business Employees prior to the Effective Time Transfer Date that are covered under the terms of the applicable plans of Ashland Plans, except that Buyer and its Subsidiaries shall be responsible for such claims to the Asset Selling Corporations or their respective Affiliatesextent such claims relate to an Assumed Plan. No Assumed Plan provides for U.S. retiree medical benefits. With respect to claims incurred on or after the Effective Time Transfer Date by the Transferred Employees and their eligible dependents for workers’ compensation, short- and long-term disability, medical, prescription drug, dental, vision, life insurance, accidental death and dismemberment and other welfare benefit claims, Buyer or a Buyer Corporation and its Subsidiaries shall be responsible. For these purposes, a claim shall be deemed to be incurred: (iA) in the case of workers’ compensation and short- or long-term disability benefits (including related health benefits), at the time of the injury, sickness or other event giving rise to the claim for such benefits; , (iiB) in the case of medical, prescription drug, dental or vision benefits, at the time professional services, equipment or prescription drugs covered by the applicable plan are obtained; , (iiiC) in the case of life insurance benefits, upon death; , and (ivD) in the case of accidental death and dismemberment benefits, at the time of the accident. The Buyer shall assume or retain all Liabilities and obligations for all workers’ compensation claims incurred by Business Employees, whenever incurred. (iii) The liabilities, obligations, claims and losses that are retained by Ashland and the Asset Selling Corporations pursuant to Sections 7.5(g)(i) and (ii) above are referred to herein as the “Retained Employee Liabilities.”

Allocation of Employment Liabilities. (i) Except as otherwise specifically provided in this Article VIIAgreement or as required to be transferred to Purchaser by applicable Law, Ashland Seller and the Asset Selling Corporations Subsidiaries shall retain liability and responsibility and shall indemnify and hold Buyer and its Affiliates harmless for all employment and employee-benefit related liabilities, obligations, claims or losses (including the payment of wages, bonuses, profit share obligations and other compensation entitlements and the provision of employee benefits and any “withdrawal liabilities” as defined in Sections 4203 or 4205 of ERISA), commitments that relate to any period prior to the Effective Time, whether Business Employees (or not such liabilities, obligations, claims or losses become due before, on or after the Closing Date, that relate to (x) the Employees or (y) any individual who was formerly employed by or provided services to Ashland or any of its Affiliates and whose employment or service relationship terminated for any reason prior to the Closing Date (the “Former Employees”)(or any dependent or beneficiary of any Business Employee) to the extent arising from an event or events that occur prior to 12:01 a.m. on the Closing Date (or, in the case of any Inactive Employee who becomes a Transferred Employee, such Employee or any such individualInactive Employee’s Transfer Date). Except as otherwise specifically provided in this Article VIIAgreement, effective as of 12:01 a.m. on the Effective TimeClosing Date (or, Buyer or in the case of any Inactive Employee who becomes a Buyer Corporation Transferred Employee, such Inactive Employee’s Transfer Date), Purchaser shall assume and be solely responsible and shall indemnify and hold Ashland and its Affiliates harmless for all employment and employee-benefits benefit related liabilities, obligations, claims or losses obligations and commitments that relate to the Transferred Employees (or any dependent or beneficiary of any Transferred Employee) to the extent arising from an event or events that relate to any period occur on or after 12:01 a.m. on the Effective TimeClosing Date (or, whether or not in the case of any Inactive Employee who becomes a Transferred Employee, such liabilities, obligations, claims or losses become due on or after Inactive Employee’s Transfer Date). As of the Closing Date, Seller and the Selling Subsidiaries shall have paid, in accordance with their standard pay practices, all compensation, wages, withholding and other Taxes and other employee benefits with respect to each Business Employee through the end of the last full pay period of Seller or are otherwise expressly assumed by Buyer or a Buyer Corporation pursuant to this Agreementthe applicable Selling Subsidiary that immediately precedes the Closing Date. (ii) Ashland Seller and the Asset Selling Corporations Subsidiaries shall retain all liabilities and obligations for all workers’ compensation, short- and long-term disability, medical, prescription drug, dental, vision, life insurance, accidental death and dismemberment and other welfare benefit claims incurred by Former the Business Employees and Employees their eligible dependents prior to 12:01 a.m. on the Effective Time Closing Date (or, in the case of any Inactive Employee who becomes a Transferred Employee, such Inactive Employee’s Transfer Date) that are covered under the terms of the applicable plans of Ashland Seller Benefit Plans, except that Purchaser and its affiliates shall be responsible for such claims to the Asset Selling Corporations extent such claims relate to an Assumed Benefit Plan or their respective Affiliatesto the extent that such claims are reflected in the Assumed Current Liabilities. With respect to claims incurred on or after 12:01 a.m. on the Effective Time Closing Date (or, in the case of any Inactive Employee who becomes a Transferred Employee, such Inactive Employee’s Transfer Date) by the Transferred Employees and their eligible dependents for workers’ compensation, short- and long-term disability, medical, prescription drug, dental, vision, life insurance, accidental death and dismemberment and other welfare benefit claimsbenefits, Buyer or a Buyer Corporation Purchaser and its affiliates shall be solely responsible. For these purposes, a claim shall be deemed to be incurred: (iA) in the case of workers’ compensation and short- or long-term disability benefits (including related health benefits), at the time of the injury, sickness or other event giving rise to the claim for such benefits; (iiB) in the case of medical, prescription drug, dental or vision benefits, at the time professional services, equipment or prescription drugs covered by the applicable plan are obtained; (iiiC) in the case of life insurance benefits, upon death; and (ivD) in the case of accidental death and dismemberment benefits, at the time of the accident. . In the case of workers’ compensation claims relating to an injury or condition of a Transferred Employee that occurred over a period both preceding and following 12:01 a.m. on the Closing Date (iii) The liabilitiesor the applicable Transfer Date, obligationsas applicable), claims and losses that are retained by Ashland the claim shall be the joint responsibility of Seller and the Asset Selling Corporations pursuant Subsidiaries, on the one hand, and Purchaser and its affiliates, on the other hand, and shall in accordance with and to Sections 7.5(g)(i) the extent permitted by applicable Law be equitably apportioned between them based upon the relative periods of time that the condition or injury transpired preceding and following 12:01 a.m. on the Closing Date (ii) above are referred to herein or the applicable Transfer Date, as the “Retained Employee Liabilitiesapplicable).”

Allocation of Employment Liabilities. (ia) Except with respect to any Liabilities that transfer to Buyer or any if its Subsidiaries pursuant to applicable Law (including any Liabilities relating to any current or former Business Employee of a Transferred Entity or JV Entity or any Assumed Plan) or as otherwise specifically provided in this Agreement (including, for the sake of clarity, Section 7.08(c)), the Sellers shall assume or retain, as applicable, Liability and responsibility for all employment and employee-benefit related Liabilities, obligations, claims or losses that arise as a result of an event or events that occurred prior to the Closing Date that relate to the Business Employees (or any dependent or beneficiary of any Business Employee). Seller shall bear any costs related to, and shall indemnify and hold harmless Buyer and its Subsidiaries from and against any claims related to, the Liabilities assumed or retained by the Sellers pursuant to the immediately preceding sentence. (b) Except as otherwise specifically provided in this Article VIIAgreement (including, Ashland for the sake of clarity, Section 7.08(c)), effective as of the Closing Date, Buyer or its Subsidiaries (including the Transferred Entities and the Asset Selling Corporations JV Entities) shall retain liability assume or retain, as applicable, and responsibility and shall indemnify and hold Buyer and its Affiliates harmless be solely responsible for all employment and employee-benefit benefits related liabilitiesLiabilities, obligations, claims or losses (including the payment of wages, bonuses, profit share and other compensation entitlements and the provision of employee benefits and any “withdrawal liabilities” as defined in Sections 4203 or 4205 of ERISA), that relate to (i) any period prior to the Effective Time, whether Transferred Entity Employee (or not such liabilities, obligations, claims his or losses become due her dependent or beneficiary) that arise as a result of an event or events that occurred before, on or after the Closing Date, that relate to (x) the Employees or (yii) any individual who was formerly employed by Assumed Plan that arise as a result of an event or provided services to Ashland events that occurred before, on or any of its Affiliates and whose employment or service relationship terminated for any reason prior to after the Closing Date Date, and (the “Former Employees”)(or iii) any dependent or beneficiary of any such Transferred Employee or any such individual). Except as otherwise specifically provided in this Article VII, effective as of the Effective Time, Buyer or a Buyer Corporation shall assume and be solely responsible and shall indemnify and hold Ashland and its Affiliates harmless for all employment and employee-benefits related liabilities, obligations, claims or losses that relate to the Transferred Employees (or any dependent or beneficiary of any Transferred Employee) that relate to any period on arise as a result of an event or after the Effective Time, whether or not such liabilities, obligations, claims or losses become due events that occurred on or after the Closing Date, Date or are otherwise expressly assumed by Buyer or a Buyer Corporation its Subsidiaries (including the Transferred Entities) pursuant to this Agreement. Buyer shall bear any costs related to, and shall indemnify and hold harmless Seller and the Asset Sellers from and against any claims related to, the Liabilities assumed or retained by the Buyer and its Affiliates (including the Transferred Entities and JV Entities) pursuant to the immediately preceding sentence. (iic) Ashland and the Asset Selling Corporations The Sellers shall retain all liabilities Liabilities and obligations for all workers’ compensation, short- and long-term disability, medical, U.S. retiree medical, prescription drug, dental, vision, life insurance, accidental death and dismemberment and other welfare benefit claims incurred by Former Employees and Business Employees prior to the Effective Time Closing Date that are covered under the terms of the applicable plans of Ashland Plans, except that Buyer and its Subsidiaries shall be responsible for such claims to the Asset Selling Corporations or their respective Affiliatesextent such claims relate to an Assumed Plan. No Assumed Plan provides for U.S. retiree medical benefits. With respect to claims incurred on or after the Effective Time Closing Date by the Transferred Employees and their eligible dependents for workers’ compensation, short- and long-term disability, medical, prescription drug, dental, vision, life insurance, accidental death and dismemberment and other welfare benefit claims, Buyer or a Buyer Corporation and its Subsidiaries shall be responsible. For these purposes, a claim shall be deemed to be incurred: (iA) in the case of workers’ compensation and short- or long-term disability benefits (including related health benefits), at the time of the injury, sickness or other event giving rise to the claim for such benefits; , (iiB) in the case of medical, prescription drug, dental or vision benefits, at the time professional services, equipment or prescription drugs covered by the applicable plan are obtained; , (iiiC) in the case of life insurance benefits, upon death; , and (ivD) in the case of accidental death and dismemberment benefits, at the time of the accident. The Buyer shall assume or retain all Liabilities and obligations for all workers’ compensation claims incurred by Business Employees, whenever incurred. (iii) The liabilities, obligations, claims and losses that are retained by Ashland and the Asset Selling Corporations pursuant to Sections 7.5(g)(i) and (ii) above are referred to herein as the “Retained Employee Liabilities.”

Allocation of Employment Liabilities. (ia) Except with respect to any Liabilities that transfer to Buyer or a Buyer Corporation pursuant to applicable Law (including any relating to any current or former Employee of a Transferred Entity or any Employee Benefit Plan sponsored by a Transferred Entity) or as otherwise specifically provided in this Article VIIAgreement or any Business Transfer Document, Ashland Seller and the Asset Selling Corporations shall retain liability Liability and responsibility and shall indemnify and hold Buyer and its Affiliates harmless for all employment and employee-benefit related liabilities, obligationsLiabilities, claims or losses (including the payment Losses that arise as a result of wages, bonuses, profit share and other compensation entitlements and the provision of employee benefits and any “withdrawal liabilities” as defined in Sections 4203 an event or 4205 of ERISA), events that relate to any period occurred prior to the Effective Time, whether or not such liabilities, obligations, claims or losses become due before, on or after the Closing Date, Time that relate to (x) the Employees (or (y) any individual who was formerly employed by or provided services to Ashland or any of its Affiliates and whose employment or service relationship terminated for any reason prior to the Closing Date (the “Former Employees”)(or any dependent or beneficiary of any such Employee or any such individualEmployee). Except as otherwise specifically provided in this Article VIIAgreement, effective as of the Effective Time, Buyer or a Buyer Corporation its Affiliates shall assume and be solely responsible and shall indemnify and hold Ashland and its Affiliates harmless for all employment and employee-benefits related liabilities, obligationsLiabilities, claims or losses Losses that relate to (i) any current or former employee of a Transferred Entity (or his or her dependent or beneficiary) that arise as a result of an event or events that occurred on or after the Effective Time, (ii) any Employee Benefit Plan sponsored by a Transferred Employees Entity that arise as a result of an event or events that occurred on or after the Effective Time and (iii) any Transferred Employee (or any dependent or beneficiary of any Transferred Employee) that relate to any period arise as a result of an event or events that occurred on or after the Effective Time, whether or not such liabilities, obligations, claims or losses become due on or after the Closing Date, Time or are otherwise expressly assumed by Buyer or a Buyer Corporation its Affiliates pursuant to this Agreement. (iib) Ashland Seller and the Asset Selling Corporations shall retain all liabilities and obligations Liabilities for all workers’ compensation, short- and long-term disability, medical, prescription drug, dental, vision, life insurance, accidental death and dismemberment and other welfare benefit claims incurred by Former Employees and Employees prior to the Effective Time that are covered under the terms of the applicable plans of Ashland Seller and the Asset Selling Corporations or their respective Affiliates, except that Buyer and the Buyer Corporations shall be responsible for such claims to the extent such claims relate to a plan sponsored by a Transferred Entity. With respect to claims incurred on or after the Effective Time by the Transferred Employees and their eligible dependents for workers’ compensation, short- and long-term disability, medical, prescription drug, dental, vision, life insurance, accidental death and dismemberment and other welfare benefit claims, Buyer or a Buyer Corporation its Affiliates shall be responsible. For these purposes, a claim shall be deemed to be incurred: (i) in the case of workers’ compensation and short- or long-term disability benefits (including related health benefits), at the time of the injury, sickness or other event giving rise to the claim for such benefits; , (ii) in the case of workers’ compensation benefits, when the event giving rise to the claim (“Workers’ Compensation Event”) occurs, (iii) in the case of medical, prescription drug, dental or vision benefits, at the time professional services, equipment or prescription drugs covered by the applicable plan are obtained; , (iiiiv) in the case of life insurance benefits, upon death; death and (ivv) in the case of accidental death and dismemberment benefits, at the time of the accident. (iii) The liabilities. If the Workers’ Compensation Event occurs over a period both preceding and following the Effective Time, obligations, claims and losses that are retained by Ashland the claim shall be the joint Liability of Seller and the Asset Selling Corporations pursuant to Sections 7.5(g)(iCorporations, on the one hand, and Buyer and the Buyer Corporations, on the other hand, and shall be equitably apportioned between such parties based upon the relative periods of time that the Workers’ Compensation Event transpired preceding and following the Effective Time. (c) and (iiSchedule 8.7(c) above sets forth all Employee Benefit Plans which are referred to herein sponsored or maintained by a Transferred Entity as of the “Retained Employee LiabilitiesClosing Date.”

Allocation of Employment Liabilities. (ia) Except with respect to any Liabilities that transfer to Buyer or a Buyer Corporation pursuant to applicable Law (including any relating to any current or former Employee of a Transferred Entity or any Employee Benefit Plan sponsored by a Transferred Entity) or as otherwise specifically provided in this Article VIIAgreement or any Business Transfer Document, Ashland Seller and the Asset Selling Corporations shall retain liability Liability and responsibility for and shall indemnify and hold Buyer and its Affiliates (including the Transferred Entities following the Effective Time) harmless for from and against all employment and employee-benefit related liabilitiesLiabilities, obligations, claims or losses (including the payment of wages, bonuses, profit share and other compensation entitlements and the provision of employee benefits and any “withdrawal liabilities” as defined in Sections 4203 or 4205 of ERISA), that relate to (i) any period Employee (or his or her dependent or beneficiary) that arise as a result of an event or events that occurred prior to the Effective Time, (ii) any Employee who does not become a Transferred Employee (or his or her dependent or beneficiary) that arise as a result of an event or events that occurred on or after the Effective Time and (iii) any Seller Benefit Plan (other than a Seller Benefit Plan sponsored by a Transferred Entity, a Transferred Non-U.S. Seller Pension Plan) that arise as a result of an event or events that occurred on or after the Effective Time and which Liabilities, obligations, claims or losses are not otherwise expressly assumed by Buyer or its Affiliates pursuant to this Agreement, in the case of each of clauses (i), (ii) and (iii), regardless of whether or not such liabilitiesLiabilities, obligations, claims or losses become due before, on at or after the Closing Date, that relate to Effective Time. (xb) the Employees or (y) any individual who was formerly employed by or provided services to Ashland or any of its Affiliates and whose employment or service relationship terminated for any reason prior to the Closing Date (the “Former Employees”)(or any dependent or beneficiary of any such Employee or any such individual). Except as otherwise specifically provided in this Article VIIAgreement (including, for the avoidance of doubt, Sections 8.5 and 8.6(a)), effective as of the Effective Time, Buyer or a Buyer Corporation its Affiliates shall assume and be solely responsible for and shall indemnify and hold Ashland Seller and its Affiliates the Asset Selling Corporations harmless for from and against all employment and employee-benefits related liabilitiesLiabilities, obligations, claims or losses that relate to the (i) any current or former Employee of a Transferred Employees Entity (or any his or her dependent or beneficiary of any Transferred Employeebeneficiary) that relate to any period arise as a result of an event or events that occurred before, on or after the Effective Time, (ii) any Employee Benefit Plan sponsored by a Transferred Entity that arise as a result of an event or events that occurred before, on or after the Effective Time and (iii) any Transferred Employee (or his or her dependent or beneficiary) that arise as a result of an event or events that occurred on or after the Effective Time or are otherwise expressly assumed by Buyer or its Affiliates pursuant to this Agreement, in the case of each of clauses (i), (ii) and (iii), regardless of whether or not such liabilitiesLiabilities, obligations, claims or losses become due on before, at or after the Closing Date, or are otherwise expressly assumed by Buyer or a Buyer Corporation pursuant to this AgreementEffective Time. (iic) Ashland From and after the Effective Time, Seller and the Asset Selling Corporations shall retain Liability and responsibility for and shall indemnify and hold Buyer and its Affiliates (including the Transferred Entities following the Effective Time) harmless from and against any Liability under ERISA (including Title IV thereof) with respect to any Employee Benefit Plan (other than any Employee Benefit Plan sponsored by a Transferred Entity or any Transferred Non-U.S. Seller Pension Plan) solely by reason of any Transferred Entity having been an ERISA Affiliate of the Seller, the Asset Selling Corporations or any of their ERISA Affiliates prior to the Effective Time. (d) Seller and the Asset Selling Corporations shall retain all liabilities and obligations for all workers’ compensation, short- and long-term disability, medical, prescription drug, dental, vision, life insurance, accidental death and dismemberment and other welfare benefit claims incurred by Former Employees current and former Employees prior to the Effective Time that are covered under the terms of the applicable plans of Ashland Seller and the Asset Selling Corporations or their respective Affiliates, except that, on or after the Effective Time, Buyer and the Buyer Corporations shall be responsible for such claims to the extent such claims relate to a plan sponsored by a Transferred Entity. With respect to claims incurred on or after the Effective Time by the Transferred Employees and their eligible dependents for workers’ compensation, short- and long-term disability, medical, prescription drug, dental, vision, life insurance, accidental death and dismemberment and other welfare benefit claims, Buyer or a Buyer Corporation its Affiliates shall be responsible. For these purposes, a claim shall be deemed to be incurred: (i) in the case of workers’ compensation and short- or long-term disability benefits (including related health benefits), at the time of the injury, sickness or other event giving rise to the claim for such benefits; , (ii) in the case of workers’ compensation benefits, when the event giving rise to the claim (“Workers’ Compensation Event”) occurs, (iii) in the case of medical, prescription drug, dental or vision benefits, at the time professional services, equipment or prescription drugs covered by the applicable plan are obtained; , (iiiiv) in the case of life insurance benefits, upon death; death and (ivv) in the case of accidental death and dismemberment benefits, at the time of the accident. (iii) The liabilities. If the Workers’ Compensation Event occurs over a period both preceding and following the Effective Time, obligations, claims the claim shall be the joint liability and losses that are retained by Ashland obligation of Seller and the Asset Selling Corporations pursuant to Sections 7.5(g)(i) Corporations, on the one hand, and (ii) above are referred to herein as Buyer and the “Retained Employee LiabilitiesBuyer Corporations, on the other hand, and shall be equitably apportioned between such parties based upon the relative periods of time that the Workers’ Compensation Event transpired preceding and following the Effective Time.”

Allocation of Employment Liabilities. (ia) Except with respect to any Liabilities that transfer to Buyer or any of its Subsidiaries pursuant to applicable Law (including any Liabilities relating to any current or former Business Employee of a Group Company or any P&E Employee Plan which is being assumed by Buyer or one of its Subsidiaries in connection with the Transaction) or as otherwise specifically provided in this Agreement (including, for the sake of clarity, Section 7.03(f) and Section 7.08(c)), the Seller Parties shall assume or retain, as applicable, Liability and responsibility for all employment and employee-benefit related Liabilities, obligations, claims or losses that arise as a result of an event or events that occurred prior to the Closing Date (including any Liabilities arising out of the Restructuring) that relate to any current or former Business Employees (or any dependent or beneficiary of any Business Employee) who do not become Transferred Employees. The Company shall bear any costs related to, and shall indemnify and hold harmless Buyer and its Subsidiaries from and against any claims related to, the Liabilities assumed or retained by the Seller Parties pursuant to the immediately preceding sentence. (b) Except as otherwise specifically provided in this Article VIIAgreement (including, Ashland and for the Asset Selling Corporations shall retain liability and responsibility and shall indemnify and hold Buyer and its Affiliates harmless for all employment and employee-benefit related liabilities, obligations, claims or losses (including the payment sake of wages, bonuses, profit share and other compensation entitlements and the provision of employee benefits and any “withdrawal liabilities” as defined in Sections 4203 or 4205 of ERISAclarity Section 7.03(g), that relate to any period prior to the Effective Time, whether Section 7.08(a) or not such liabilities, obligations, claims or losses become due before, on or after the Closing Date, that relate to (x) the Employees or (y) any individual who was formerly employed by or provided services to Ashland or any of its Affiliates and whose employment or service relationship terminated for any reason prior to the Closing Date (the “Former Employees”)(or any dependent or beneficiary of any such Employee or any such individualSection 7.08(c). Except as otherwise specifically provided in this Article VII), effective as of the Effective TimeClosing Date, Buyer or a Buyer Corporation its Subsidiaries (including the Group Companies) shall assume or retain, as applicable, and be solely responsible and shall indemnify and hold Ashland and its Affiliates harmless for all employment and employee-benefits related liabilitiesLiabilities, obligations, claims or losses that relate to the any Transferred Employees Employee (or any dependent or beneficiary of any Transferred Employee) that relate to any period on or after the Effective Time, whether or not Employee regardless of when such liabilitiesLiabilities, obligations, claims claims, or losses become due on or after the Closing Date, or are otherwise expressly assumed by Buyer or a Buyer Corporation pursuant to this Agreementarise. (iic) Ashland and the Asset Selling Corporations The Seller Parties shall retain all liabilities Liabilities and obligations for all workers’ compensation, short- and long-term disability, medical, U.S. retiree medical, prescription drug, dental, vision, life insurance, accidental death and dismemberment and other welfare benefit claims incurred by Former Business Employees and Employees on or prior to the Effective Time Closing Date that are covered under the terms of the applicable plans of Ashland Plans, except that Buyer and its Subsidiaries shall be responsible for such claims to the Asset Selling Corporations or their respective Affiliatesextent such claims relate to a P&E Employee Plan. With respect to Buyer and its Subsidiaries shall be solely responsible, and shall bear all liability for all claims incurred on or after the Effective Time Closing Date by the Transferred Employees and their eligible dependents for workers’ compensation, short- and long-term disability, medical, U.S. retiree medical with respect to any Transferred Employees who retire following the Closing Date (solely to the extent such individual is eligible for retiree medical), prescription drug, dental, vision, life insurance, accidental death and dismemberment and other welfare benefit claims, Buyer or a Buyer Corporation shall be responsible. For these purposes, a claim shall be deemed to be incurred: (i) in the case of workers’ compensation and short- or long-term disability benefits (including related health benefits), at the time of the injury, sickness or other event giving rise to the claim for such benefits; , (ii) in the case of medical, prescription drug, dental or vision benefits, at the time professional services, equipment or prescription drugs covered by the applicable plan are obtained; , (iii) in the case of life insurance benefits, upon death; , and (iv) in the case of accidental death and dismemberment benefits, at the time of the accident. Buyer shall assume or retain all Liabilities and obligations for all workers’ compensation claims incurred by Transferred Employees, regardless of when incurred. (iiid) The liabilitiesNotwithstanding Section 7.08(c), obligationssolely to the extent that the Closing occurs after December 31, claims 2019, and losses as of immediately prior to the Closing, the Transferred Employees continue to participate in a flexible spending account sponsored by the Company or one of its Subsidiaries that are retained by Ashland is not a Group Company Employee Plan, Seller Parties and Buyer shall take all actions reasonably necessary to, effective as of the Asset Selling Corporations pursuant Closing Date, (i) create one or more flexible spending accounts of Buyer or one of its Affiliates (each, a “Buyer FSA Plan”) that will be substantially similar to Sections 7.5(g)(ithe flexible spending account or accounts of the Company or any of its Subsidiaries in which the Transferred Employees participate immediately prior to Closing solely with respect to employees located in the U.S. (each, a “Seller FSA Plan”) and (ii) above cause an FSA Transfer (as defined below) of each Transferred Employee’s account (if any) under the Seller FSA Plans to the Buyer FSA Plans. An “FSA Transfer” involves Buyer or any of its Affiliates (x) effectuating the election of the Transferred Employee in effect under the Seller FSA Plan immediately prior to the Closing Date, and (y) assuming responsibility for administering and paying under the Buyer FSA Plans all eligible reimbursement claims of the Transferred Employee incurred in the calendar year in which the Closing Date occurs that are referred submitted for payment on or after the Closing Date, whether such claims arose before, on or after the Closing Date. In connection with the FSA Transfer, Sellers shall transfer or cause to herein as be transferred to Buyer or any of its designated Affiliates an amount in cash equal to (A) the “Retained sum of all contributions to the Seller FSA Plans made with respect to the calendar year in which the Closing Date occurs by or on behalf of each Transferred Employee Liabilitiesprior to the Closing Date, reduced by (B) the sum of all claims incurred by the Transferred Employees under the Seller FSA Plans during the calendar year in which the Closing Date occurs; provided, that in no event shall such amount in cash be less than $0.” (e) The Company covenants that the transfer of the Transferred Employees to the India NewCo pursuant to the Restructuring shall be effected in a manner such that each of the Transferred Employees are (i) transferred with continuity of service and (ii) entitled to wages and benefits and terms of employment no less favorable than what such Transferred Employee is entitled to prior to the date of completion of the India Restructuring.