Common use of Allocation of Liabilities Generally Clause in Contracts

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: (i) all Liabilities arising under any employment, separation, change-in-control or retirement agreement or arrangement to the extent applicable to any Real Estate Employee; (ii) the New FRP Plans, FRP Bonus Liabilities, FRP WCP Liabilities, FRP Health and Welfare Liabilities, FRP Profit Sharing Plan Liabilities and all Liabilities arising under the Existing Equity-Based Plans; (iii) all Liabilities arising under any other employee benefit plan or arrangement maintained at any time after the Distribution Date by any member of the Real Estate Group; (iv) all Liabilities arising under any federal, state, local or foreign law, order or regulation (including, without limitation, ERISA and the Code) to the extent they relate to participation by any FRP Employee in any employee benefit plan sponsored or maintained by any member of the Real Estate Group, whether relating to events occurring on, prior to or after the Close of the Distribution Date or arising by reason of the transactions contemplated by this Agreement or otherwise; (v) all statutory Liabilities to any FRP Employee, which arise, directly or indirectly, by reason of the transactions contemplated by this Agreement; and (vi) all other Liabilities attributable to actions specified to be taken by FRP under this Agreement. (b) Subject to the terms and conditions of this Agreement, effective as of Immediately after the Distribution Date, Patriot hereby assumes and agrees to pay when due, honor and discharge, the following Liabilities, whether incurred before, on or after the Distribution Date: (i) all Liabilities arising under any employment, separation, change-in-control or retirement agreement or arrangement to the extent applicable to any Patriot Employee; (ii) Patriot Bonus Liabilities, Retained Profit Sharing Liabilities, Patriot Health and Welfare Liabilities, Patriot WCP Liabilities, and any other Liabilities arising the Liabilities under the Patriot Plans; (iii) all Liabilities arising under any other employee benefit plan or arrangement maintained at any time after the Distribution Date by any member of the Transportation Group; (iv) all Liabilities arising under any federal, state, local or foreign law, order or regulation (including, without limitation, ERISA and the Code) to the extent they relate to participation by any Patriot Employee in any Patriot Plan, relating to events occurring on or after the time Immediately after the Distribution Date; (v) all statutory Liabilities to any Patriot Employee which arise, directly or indirectly, by reason of the transactions contemplated by this Agreement; and (vi) all other Liabilities attributable to actions specified to be taken by Patriot under this Agreement.

Allocation of Liabilities Generally. (ai) Subject to the terms and conditions of 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 Close of Distribution Date and no SpinCo Employee will be entitled to any benefits under the Distribution Date, FRP hereby assumes YUM Health and agrees to pay when due, honor and discharge, the following Liabilities, whether incurred before, Welfare Plans for periods on or after the Distribution Date: (i) all Liabilities arising under any employment, separation, change-in-control or retirement agreement or arrangement to the extent Date except as required by applicable to any Real Estate Employee;Law. (ii) the New FRP Plans, FRP Bonus Liabilities, FRP WCP Liabilities, FRP Health and Welfare Liabilities, FRP Profit Sharing Plan Liabilities and all Liabilities arising under the Existing Equity-Based Plans; (iii) all Liabilities arising under any other employee benefit plan or arrangement maintained at any time after the Distribution Date by any member of the Real Estate Group; (iv) all Liabilities arising under any federal, state, local or foreign law, order or regulation (including, without limitation, ERISA and the Code) to the extent they relate to participation by any FRP Employee Except as otherwise provided in any employee benefit plan sponsored or maintained by any member of the Real Estate Group, whether relating to events occurring on, prior to or after the Close of the Distribution Date or arising by reason of the transactions contemplated by this Agreement or otherwise; (v) all statutory Liabilities to any FRP Employee, which arise, directly or indirectly, by reason of the transactions contemplated by this Agreement; and (vi) all other Liabilities attributable to actions specified to be taken by FRP under this Agreement. (b) Subject to the terms and conditions of this Agreement, effective as of Immediately from and after the Distribution Date, Patriot hereby assumes (A) the SpinCo Group and agrees the SpinCo Health and Welfare Plans, as applicable, will continue to pay be responsible for all Liabilities under and with respect to the SpinCo Health and Welfare Plans (including all Incurred Claims, regardless of when duethe Incurred Claim arose or was incurred), honor (B) the SpinCo Group and dischargethe SpinCo Health and Welfare Plans, as applicable, will retain all assets relating to or associated with the following LiabilitiesSpinCo Health and Welfare Plans and Incurred Claims (including Medicare reimbursements, whether incurred beforeinsurance payments and reimbursements, pharmaceutical rebates, and similar items), and (C) no assets or Liabilities of the SpinCo Health and Welfare Plans will be transferred to any YUM Benefit Plan and the YUM Group will not assume any Liabilities under or with respect to the SpinCo Health and Welfare Plans. Without limiting the generality of the foregoing, YUM Employees will cease to be active participants in the SpinCo Health and Welfare Plans effective as of the Distribution Date and no YUM Employee will be entitled to any benefits under the SpinCo Health and Welfare Plans for periods on or after the Distribution Date: (i) all Liabilities arising under any employment, separation, change-in-control or retirement agreement or arrangement to the extent Date except as required by applicable to any Patriot Employee; (ii) Patriot Bonus Liabilities, Retained Profit Sharing Liabilities, Patriot Health and Welfare Liabilities, Patriot WCP Liabilities, and any other Liabilities arising the Liabilities under the Patriot Plans; (iii) all Liabilities arising under any other employee benefit plan or arrangement maintained at any time after the Distribution Date by any member of the Transportation Group; (iv) all Liabilities arising under any federal, state, local or foreign law, order or regulation (including, without limitation, ERISA and the Code) to the extent they relate to participation by any Patriot Employee in any Patriot Plan, relating to events occurring on or after the time Immediately after the Distribution Date; (v) all statutory Liabilities to any Patriot Employee which arise, directly or indirectly, by reason of the transactions contemplated by this Agreement; and (vi) all other Liabilities attributable to actions specified to be taken by Patriot under this AgreementLaw.

Allocation of Liabilities Generally. (a) Subject to the terms and conditions of this Agreement, effective as of the Close of the Distribution Date, FRP Masco hereby assumes and agrees to pay when due, honor and discharge, the following Liabilities, whether incurred before, on or after the Distribution Date:Date (“Masco Retained Liabilities”): (i) all Liabilities to the extent relating to, arising under out of or resulting from any employment, separation, change-in-control separation or retirement agreement or arrangement to the extent applicable to any Real Estate Masco Employee; (ii) the New FRP Plans, FRP Masco Bonus Liabilities, FRP Masco WCP Liabilities, FRP Retained Retiree Health and Life Liabilities, Masco Health and Welfare Liabilities, FRP Profit Sharing Retained DC Plan Liabilities and all Liabilities to the extent relating to, arising under out of or resulting from the Existing Masco Equity-Based Plans and the Masco Retirement Plans; (iii) all Liabilities to the extent relating to, arising under out of or resulting from any other employee benefit plan or arrangement sponsored or maintained at any time after the Distribution Date by any of the Masco Companies to the extent applicable to any member of the Real Estate Masco Group; (iv) all Liabilities to the extent relating to, arising under out of or resulting from any federal, state, local or foreign law, order or regulation (including, without limitation, ERISA and the Code) to the extent they relate to participation by any FRP Masco Employee in any employee benefit plan sponsored or maintained by any member of the Real Estate Masco Group, whether relating to events occurring on, prior to or after the Close of the Distribution Date or arising by reason of the transactions contemplated by this Agreement or otherwise; (v) all statutory Liabilities with respect to any FRP Masco Employee, which arise, directly or indirectly, by reason of the transactions contemplated by this Agreement; and (vi) all other Liabilities attributable to actions specified to be taken by FRP Masco under this Agreement. (b) Subject to the terms and conditions of this Agreement, effective as of Immediately after the Distribution Date, Patriot TopBuild hereby assumes and agrees to pay when due, honor and discharge, the following Liabilities, whether incurred before, on or after the Distribution Date:Date (“TopBuild Assumed Liabilities”): (i) all Liabilities to the extent relating to, arising under out of or resulting from any employment, separation, change-in-control separation or retirement agreement or arrangement (including, without limitation, claims founded in any theory of joint employer liability) to the extent applicable to any Patriot TopBuild Employee, including by way of example and not limitation that certain Severance Benefit Agreement, and Masco’s payment obligations thereunder, dated June 2015 between Masco Corporation and Xxxxxx Xxxxx and separately assigned to TopBuild on even date herewith; (ii) Patriot the TopBuild Bonus Liabilities, Retained Profit Sharing the New TopBuild Health and Welfare Plans, TopBuild DC Plan Liabilities, Patriot TopBuild Health and Welfare Liabilities, Patriot and the TopBuild WCP Liabilities, and any other Liabilities arising the Liabilities under the Patriot Plans; (iii) all Liabilities to the extent relating to, arising under out of or resulting from any other employee benefit plan or arrangement sponsored or maintained at any time after the Distribution Date by any member of the Transportation TopBuild Group; (iv) all Liabilities to the extent relating to, arising under out of or resulting from any federal, state, local or foreign law, order or regulation (including, without limitation, ERISA and the Code) to the extent they relate to participation by any Patriot TopBuild Employee (A) in any Patriot PlanNew TopBuild Health and Welfare Plan or other employee benefit plan sponsored or maintained by any member of the TopBuild Group, relating to events occurring or (B) in any Multi-Employer Plan at any time prior to, on or after the time Immediately after the Distribution Date; (v) all statutory Liabilities with respect to any Patriot TopBuild Employee which arise, directly or indirectly, by reason of the transactions contemplated by this Agreement; and (vi) all other Liabilities attributable to actions specified to be taken by Patriot TopBuild under this Agreement.

Allocation of Liabilities Generally. (a) Subject to the terms and conditions of this Agreement, effective as of the Close of the Distribution Date, FRP Masco hereby assumes and agrees to pay when due, honor and discharge, the following Liabilities, whether incurred before, on or after the Distribution Date:Date (“Masco Retained Liabilities”): (i) all Liabilities to the extent relating to, arising under out of or resulting from any employment, separation, change-in-control separation or retirement agreement or arrangement to the extent applicable to any Real Estate Masco Employee; (ii) the New FRP Plans, FRP Masco Bonus Liabilities, FRP Masco WCP Liabilities, FRP Retained Retiree Health and Life Liabilities, Masco Health and Welfare Liabilities, FRP Profit Sharing Retained DC Plan Liabilities and all Liabilities to the extent relating to, arising under out of or resulting from the Existing Masco Equity-Based Plans and the Masco Retirement Plans; (iii) all Liabilities to the extent relating to, arising under out of or resulting from any other employee benefit plan or arrangement sponsored or maintained at any time after the Distribution Date by any of the Masco Companies to the extent applicable to any member of the Real Estate Masco Group; (iv) all Liabilities to the extent relating to, arising under out of or resulting from any federal, state, local or foreign law, order or regulation (including, without limitation, ERISA and the Code) to the extent they relate to participation by any FRP Masco Employee in any employee benefit plan sponsored or maintained by any member of the Real Estate Masco Group, whether relating to events occurring on, prior to or after the Close of the Distribution Date or arising by reason of the transactions contemplated by this Agreement or otherwise; (v) all statutory Liabilities with respect to any FRP Masco Employee, which arise, directly or indirectly, by reason of the transactions contemplated by this Agreement; and (vi) all other Liabilities attributable to actions specified to be taken by FRP Masco under this Agreement. (b) Subject to the terms and conditions of this Agreement, effective as of Immediately after the Distribution Date, Patriot TopBuild hereby assumes and agrees to pay when due, honor and discharge, the following Liabilities, whether incurred before, on or after the Distribution Date:Date (“TopBuild Assumed Liabilities”): (i) all Liabilities to the extent relating to, arising under out of or resulting from any employment, separation, change-in-control separation or retirement agreement or arrangement (including, without limitation, claims founded in any theory of joint employer liability) to the extent applicable to any Patriot TopBuild Employee; (ii) Patriot Bonus the New TopBuild Health and Welfare Plans, TopBuild DC Plan Liabilities, Retained Profit Sharing Liabilities, Patriot TopBuild Health and Welfare Liabilities, Patriot and the TopBuild WCP Liabilities, and any other Liabilities arising the Liabilities under the Patriot Plans; (iii) all Liabilities to the extent relating to, arising under out of or resulting from any other employee benefit plan or arrangement sponsored or maintained at any time after the Distribution Date by any member of the Transportation TopBuild Group; (iv) all Liabilities to the extent relating to, arising under out of or resulting from any federal, state, local or foreign law, order or regulation (including, without limitation, ERISA and the Code) to the extent they relate to participation by any Patriot TopBuild Employee (A) in any Patriot PlanNew TopBuild Health and Welfare Plan or other employee benefit plan sponsored or maintained by any member of the TopBuild Group, relating to events occurring or (B) in any Multi-Employer Plan at any time prior to, on or after the time Immediately after the Distribution Date; (v) all statutory Liabilities with respect to any Patriot TopBuild Employee which arise, directly or indirectly, by reason of the transactions contemplated by this Agreement; and (vi) all other Liabilities attributable to actions specified to be taken by Patriot TopBuild under this Agreement.

Allocation of Liabilities Generally. (a) Subject to the terms and conditions of this Agreement, effective as of the Close of the Distribution Date, FRP 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:Date (“Xxxxxx Oil Retained Liabilities”): (i) all Liabilities arising under any employment, separation, change-in-control separation or retirement agreement or arrangement to the extent applicable to any Real Estate Xxxxxx Oil Employee; (ii) the New FRP Plans, FRP Xxxxxx Oil Bonus Liabilities, FRP Xxxxxx Oil Deferred Compensation Liabilities, Xxxxxx Oil WCP Liabilities, FRP Retained Retiree Health and Life Liabilities, Xxxxxx Oil Health and Welfare Liabilities, FRP Profit Sharing Retained Supplemental Plan Liabilities, Retained Thrift Plan Liabilities and all Liabilities arising under the Existing Xxxxxx Oil Equity-Based Plans, the Xxxxxx Oil ESPP and the Retirement Plan; (iii) all Liabilities arising under any other employee benefit plan or arrangement maintained at any time after the Distribution Date by any of the Xxxxxx Oil Companies to the extent applicable to any member of the Real Estate Xxxxxx Oil Group; (iv) all Liabilities arising under any federal, state, local or foreign law, order or regulation (including, without limitation, ERISA and the Code) to the extent they relate to participation by any FRP Xxxxxx Oil Employee in any employee benefit plan sponsored or maintained by any member of the Real Estate Xxxxxx Oil Group, whether relating to events occurring on, prior to or after the Close of the Distribution Date or arising by reason of the transactions contemplated by this Agreement or otherwise; (v) all statutory Liabilities to any FRP Xxxxxx Oil Employee, which arise, directly or indirectly, by reason of the transactions contemplated by this Agreement; and (vi) all other Liabilities attributable to actions specified to be taken by FRP Xxxxxx Oil under this Agreement. (b) Subject to the terms and conditions of this Agreement, effective as of Immediately after the Distribution Date, Patriot Xxxxxx USA hereby assumes and agrees to pay when due, honor and discharge, the following Liabilities, whether incurred before, on or after the Distribution Date:Date (“Xxxxxx USA Assumed Liabilities”): (i) all Liabilities arising under any employment, separation, change-in-control separation or retirement agreement or arrangement to the extent applicable to any Patriot Xxxxxx USA Employee; (ii) Patriot the New Xxxxxx USA Plans, the Xxxxxx USA Assumed Plans, Xxxxxx USA Bonus Liabilities, Retained Profit Sharing Xxxxxx USA DC Plan Liabilities, Patriot Xxxxxx USA Health and Welfare Liabilities, Patriot Xxxxxx USA Supplemental Plan Liabilities and the Xxxxxx USA WCP Liabilities, and any other Liabilities arising the Liabilities under the Patriot Plans; (iii) all Liabilities arising under any other employee benefit plan or arrangement maintained at any time after the Distribution Date by any member of the Transportation Xxxxxx USA Group; (iv) all Liabilities arising under any federal, state, local or foreign law, order or regulation (including, without limitation, ERISA and the Code) to the extent they relate to participation by any Patriot Xxxxxx USA Employee in any Patriot New Xxxxxx USA Plan, relating to events occurring on or after the time Immediately after the Distribution Date; (v) all statutory Liabilities to any Patriot Xxxxxx USA Employee which arisearises, directly or indirectly, by reason of the transactions contemplated by this Agreement; and (vi) all other Liabilities attributable to actions specified to be taken by Patriot Xxxxxx USA under this Agreement.

Allocation of Liabilities Generally. (a) Subject to the terms and conditions of this Agreement, effective as of the Close of the Distribution Date, FRP 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:Date (“Xxxxxx Oil Retained Liabilities”): (i) all Liabilities arising under any employment, separation, change-in-control separation or retirement agreement or arrangement to the extent applicable to any Real Estate Xxxxxx Oil Employee; (ii) the New FRP Plans, FRP Xxxxxx Oil Bonus Liabilities, FRP Xxxxxx Oil Deferred Compensation Liabilities, Xxxxxx Oil WCP Liabilities, FRP Retained Retiree Health and Life Liabilities, Xxxxxx Oil Health and Welfare Liabilities, FRP Profit Sharing Retained Supplemental Plan Liabilities, Retained Thrift Plan Liabilities and all Liabilities arising under the Existing Xxxxxx Oil Equity-Based Plans, the Xxxxxx Oil ESPP and the Retirement Plan; (iii) all Liabilities arising under any other employee benefit plan or arrangement sponsored or maintained at any time after the Distribution Date by any of the Xxxxxx Oil Companies to the extent applicable to any member of the Real Estate Xxxxxx Oil Group; (iv) all Liabilities arising under any federal, state, local or foreign law, order or regulation (including, without limitation, ERISA and the Code) to the extent they relate to participation by any FRP Xxxxxx Oil Employee in any employee benefit plan sponsored or maintained by any member of the Real Estate Xxxxxx Oil Group, whether relating to events occurring on, prior to or after the Close of the Distribution Date or arising by reason of the transactions contemplated by this Agreement or otherwise; (v) all statutory Liabilities to any FRP Xxxxxx Oil Employee, which arise, directly or indirectly, by reason of the transactions contemplated by this Agreement; and (vi) all other Liabilities attributable to actions specified to be taken by FRP Xxxxxx Oil under this Agreement. (b) Subject to the terms and conditions of this Agreement, effective as of Immediately after the Distribution Date, Patriot Xxxxxx USA hereby assumes and agrees to pay when due, honor and discharge, the following Liabilities, whether incurred before, on or after the Distribution Date:Date (“Xxxxxx USA Assumed Liabilities”): (i) all Liabilities arising under any employment, separation, change-in-control separation or retirement agreement or arrangement to the extent applicable to any Patriot Xxxxxx USA Employee; (ii) Patriot the New Xxxxxx USA Plans, the Xxxxxx USA Assumed Plans, Xxxxxx USA Bonus Liabilities, Retained Profit Sharing Xxxxxx USA DC Plan Liabilities, Patriot Xxxxxx USA Health and Welfare Liabilities, Patriot Xxxxxx USA Supplemental Plan Liabilities and the Xxxxxx USA WCP Liabilities, and any other Liabilities arising the Liabilities under the Patriot Plans; (iii) all Liabilities arising under any other employee benefit plan or arrangement sponsored or maintained at any time after the Distribution Date by any member of the Transportation Xxxxxx USA Group; (iv) all Liabilities arising under any federal, state, local or foreign law, order or regulation (including, without limitation, ERISA and the Code) to the extent they relate to participation by any Patriot Xxxxxx USA Employee in any Patriot PlanNew Xxxxxx USA Plan or other employee benefit plan sponsored or maintained by any member of the Xxxxxx USA Group, relating to events occurring on or after the time Immediately after the Distribution Date; (v) all statutory Liabilities to any Patriot Xxxxxx USA Employee which arisearises, directly or indirectly, by reason of the transactions contemplated by this Agreement; and (vi) all other Liabilities attributable to actions specified to be taken by Patriot Xxxxxx USA under this Agreement.