Allocation of Liabilities Generally. (i) Except as otherwise provided in this Agreement, from and after the Distribution Date, (A) the YUM Group and the YUM Health and Welfare Plans, as applicable, will continue to be responsible for all Liabilities under and with respect to the YUM Health and Welfare Plans (including all Incurred Claims, regardless of when the Incurred Claim arose or was incurred), (B) the YUM Group and the YUM Health and Welfare Plans, as applicable, will retain all assets relating to or associated with the YUM Health and Welfare Plans and Incurred Claims (including Medicare reimbursements, insurance payments and reimbursements, pharmaceutical rebates, and similar items), and (C) no assets or Liabilities of the YUM Health and Welfare Plans will be transferred to any SpinCo Benefit Plan and the SpinCo Group will not assume any Liabilities under or with respect to the YUM Health and Welfare Plans. Without limiting the generality of the foregoing, SpinCo Employees will cease to be active participants in the YUM Health and Welfare Plans effective as of the Distribution Date and no SpinCo Employee will be entitled to any benefits under the YUM Health and Welfare Plans for periods on or after the Distribution Date except as required by applicable Law.
Allocation of Liabilities Generally. (a) Subject to the terms and conditions of this Agreement, effective as of the Close of the Distribution Date, FRP hereby assumes and agrees to pay when due, honor and discharge, the following Liabilities, whether incurred before, on or after the Distribution Date:
Allocation of Liabilities Generally. (a) Subject to the terms and conditions of this Agreement, effective as of the Close of the Distribution Date, Masco hereby assumes and agrees to pay when due, honor and discharge, the following Liabilities, whether incurred before, on or after the Distribution Date (“Masco Retained Liabilities”):
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Allocation of Liabilities Generally. (a) Subject to the terms and conditions of this Agreement, effective as of the Close of the Distribution Date, Xxxxxx Oil hereby assumes and agrees to pay when due, honor and discharge, the following Liabilities, whether incurred before, on or after the Distribution Date (“Xxxxxx Oil Retained Liabilities”):
Allocation of Liabilities Generally. (i) Except as otherwise provided in this Agreement, from and after the Spin-off Date, (A) the CES Group and the Parent Health and Welfare Plans, as applicable, will continue to be responsible for all Liabilities under and with respect to the Parent Health and Welfare Plans (including all Incurred Claims, regardless of when the Incurred Claim arose or was incurred) other than any Liabilities attributable to SpinCo Employees or SpinCo Former Employees and (B) the CES Group and the Parent Health and Welfare Plans, as applicable, will retain all assets relating to or associated with the Parent Health and Welfare Plans and Incurred Claims (including Medicare reimbursements, insurance payments and reimbursements, pharmaceutical rebates, and similar items) other than any assets related to SpinCo Employees or SpinCo Former Employees that are transferred to a corresponding SpinCo Health and Welfare Plan in connection with the SpinCo Group’s assumption of any Liabilities that are associated with such assets. If any SpinCo Employees remain active participants in the Parent Health and Welfare Plans as of or following the Spin-off Date, the SpinCo Group will reimburse Parent for the cost of any benefits provided to such SpinCo Employees on or after the Spin-off Date.
Allocation of Liabilities Generally. (a) Subject to the terms and conditions of this Agreement, effective as of the Close of the Distribution Date, AUSHC shall assume and agree to pay when due, honor and discharge, the following Liabilities, whether incurred before, on or after the Distribution Date ("AUSHC Retained Liabilities"):
Allocation of Liabilities Generally. Except as specifically provided elsewhere in Sections 5.5 through 5.8: (i) (A) neither GE nor any of its Affiliates shall 105 adopt, become a sponsoring employer of, or have any obligations under or with respect to the Crompton Benefit Plans, (B) Crompton and its Affiliates shall be solely responsible for any and all liabilities which have arisen or may arise under or in connection with any Crompton Benefit Plan, (C) neither Crompton nor any of its Affiliates shall adopt, become a sponsoring employer of, or have any obligations under or with respect to the GE Benefit Plans, and (D) GE and its Affiliates shall be solely responsible for any and all liabilities which have arisen or may arise under or in connection with any GE Benefit Plan; (ii) GE and its Affiliates shall be solely responsible for any and all liabilities relating to or arising out of the employment of SC Business Employees who do not become SC Continuing Employees, whether such liabilities arise before, on or after the Closing Date, and Crompton and its Affiliates shall be solely responsible for any and all liabilities relating to or arising out of the employment of OSi Business Employees who do not become OSi Continuing Employees, whether such liabilities arise before, on or after the Closing Date; and (iii) GE and its Affiliates shall be solely responsible for any and all liabilities relating to or arising out of the employment of any SC Business Employee before his or her Transfer Date, and Crompton and its Affiliates shall be solely responsible for any and all liabilities relating to or arising out of the employment of any OSi Business Employee before his or her Transfer Date.
Allocation of Liabilities Generally. 5 Section 2.02. Method of Settlement 6
Allocation of Liabilities Generally. (a) Subject to the terms and conditions of this Agreement, effective as of the Applicable Transfer Time (or the Effective Time, in the case of Former Non-Business Employees), the Xxxxxxx Group hereby assumes or retains, as applicable, and agrees to pay when due, honor and discharge the following Liabilities (collectively, “Emerson Retained Employee Liabilities”):
