Common use of Allocation of Liabilities Generally Clause in Contracts

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. (ii) Except as otherwise provided in this Agreement, from and after the Spin-off Date, (A) the SpinCo Group and the SpinCo Health and Welfare Plans, as applicable, will be responsible for all Liabilities under and with respect to the SpinCo Health and Welfare Plans (including all Incurred Claims, regardless of when the Incurred Claim arose or was incurred) other than any Liabilities attributable to Retained Employees or Parent Former Employees and (B) the SpinCo Group and the SpinCo Health and Welfare Plans, as applicable, will retain all assets relating to or associated with the SpinCo 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 Retained Employees or Parent Former Employees that are transferred to a corresponding Parent Health and Welfare Plan in connection with the CES Group’s assumption of any Liabilities that are associated with such assets. If any Retained Employees remain active participants in the SpinCo Health and Welfare Plans as of or following the Spin-off Date, the CES Group will reimburse SpinCo for the cost of any benefits provided to such Retained Employees on or after the Spin-off Date.

Allocation of Liabilities Generally. (i) Except as otherwise provided in this Agreement, from and after the Spin-off Distribution Date, (A) the CES RemainCo 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 RemainCo 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), and (C) other than any no assets related to SpinCo Employees or SpinCo Former Employees that are transferred to a corresponding SpinCo Liabilities of the Parent Health and Welfare Plans will be transferred to any SpinCo Benefit Plan in connection with and the SpinCo Group’s assumption of Group will not assume any Liabilities that are associated under or with such assetsrespect to the Parent Health and Welfare Plans. If any Without limiting the generality of the foregoing, SpinCo Employees remain will cease to be active participants in the Parent Health and Welfare Plans effective as of or following the Spin-off Date, the Distribution Date and no SpinCo Group Employee will reimburse Parent for the cost of be entitled to any benefits provided to such SpinCo Employees under the Parent Health and Welfare Plans for periods on or after the Spin-off DateDistribution Date except as required by applicable Law. (ii) Except as otherwise provided in this Agreement, from and after the Spin-off Distribution Date, (A) the SpinCo Group and the SpinCo Health and Welfare Plans, as applicable, will be responsible for all Liabilities under and with respect to the SpinCo Health and Welfare Plans (including all Incurred Claims, regardless of when the Incurred Claim arose or was incurred) other than any Liabilities attributable to Retained Employees or Parent Former Employees and ), (B) the SpinCo Group and the SpinCo Health and Welfare Plans, as applicable, will retain all assets relating to or associated with the SpinCo Health and Welfare Plans and Incurred Claims (including Medicare reimbursements, insurance payments and reimbursements, pharmaceutical rebates, and similar items), and (C) other than any no assets related to Retained Employees or Parent Former Employees that are transferred to a corresponding Parent Liabilities of the SpinCo Health and Welfare Plans will be transferred to any Parent Benefit Plan in connection with and the CES Group’s assumption of RemainCo Group will not assume any Liabilities that are associated under or with such assetsrespect to the SpinCo Health and Welfare Plans. If any Without limiting the generality of the foregoing, Retained Employees remain will cease to be active participants in the SpinCo Health and Welfare Plans effective as of or following the Spin-off Date, the CES Group Distribution Date and no Retained Employee will reimburse SpinCo for the cost of be entitled to any benefits provided to such Retained Employees under the SpinCo Health and Welfare Plans for periods on or after the Spin-off DateDistribution Date except as required by applicable Law.