Assumption and Retention of Liabilities. Pinnacle and OpCo intend that all employment-related and, with respect to individual independent contractors or Directors, service-related Liabilities and rights associated with OpCo Participants are to be assumed by OpCo or an OpCo Group member, in each case, except as specifically set forth herein. Accordingly, as of the Time of Distribution, OpCo or another member of the OpCo Group hereby retains or assumes and agrees to pay, perform, fulfill, and discharge, except as expressly provided in this Agreement, (i) all Liabilities and rights arising under or related to the Pinnacle Plans and the OpCo Plans, (ii) all employment or service-related Liabilities (including Liabilities relating to terminations of employment or service and any deemed termination of employment or service) and rights with respect to (A) all OpCo Participants and (B) any individual who is, or was, an individual independent contractor, Director, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or non-payroll worker or in any other employment or similar relationship primarily connected to Pinnacle, any of its Subsidiaries, OpCo or an OpCo Group member, (iii) all Liabilities resulting from any failure of Pinnacle or a Pinnacle Group member to take any action required by this Agreement to be taken prior to the Time of Distribution, and (iv) any other Liabilities expressly transferred to OpCo or an OpCo Group member under this Agreement. In accordance with Section 7.2 hereof, OpCo shall indemnify and hold harmless Pinnacle and each Pinnacle Group member against any Liabilities or obligations allocated to, or retained or assumed by, OpCo or any member of the OpCo Group pursuant to this Agreement.
Assumption and Retention of Liabilities. (a) As of the Distribution Date, except as otherwise expressly provided for in this Agreement or any other agreement by and between the Parties, and/or their Affiliates, Vishay shall, or shall cause one or more other members of the Vishay Group to, retain and Vishay hereby agrees to pay, perform, fulfill and discharge, in due course in full: (i) all Liabilities under all Vishay Benefit Plans with respect to the Vishay Employees; and (ii) any other Liabilities or obligations expressly assigned to Vishay or any other member of the Vishay Group under this Agreement.
(b) From time to time after the Distribution Date, VPG shall promptly reimburse Vishay, upon Vishay’s reasonable request and the presentation by Vishay of such substantiating documentation as VPG shall reasonably request, for the cost of any obligations or Liabilities satisfied or assumed by Vishay or the Vishay Group following the Distribution Date that are, or that have been made pursuant to this Agreement, the responsibility of VPG or the VPG Group. Except as otherwise provided in this Agreement, any such request for reimbursement must be made by Vishay not later than the first anniversary of the Distribution Date, unless the obligations and Liabilities extend beyond the first anniversary.
(c) From time to time after the Distribution Date, Vishay shall promptly reimburse VPG, upon VPG’s reasonable request and the presentation by VPG of such substantiating documentation as Vishay shall reasonably request, for the cost of any Liabilities satisfied or assumed following the Distribution Date by VPG or the VPG Group that are, or that have been made pursuant to this Agreement, the responsibility of Vishay or the Vishay Group. Except as otherwise provided in this Agreement, any such request for reimbursement must be made by VPG not later than the first anniversary of the Distribution Date, unless the obligations and Liabilities extend beyond the first anniversary.
Assumption and Retention of Liabilities. Biogen and Bioverativ intend that employment-related Liabilities associated with Biogen Participants are to be retained or assumed by Biogen or a Biogen Group member, and employment-related Liabilities associated with Bioverativ Participants are to be assumed by Bioverativ or a Bioverativ Group member, in each case, except as specifically set forth herein. Accordingly, as of the Distribution Effective Time:
(a) Biogen or the applicable member of the Biogen Group hereby retains or assumes and agrees to pay, perform, fulfill, and discharge, except as expressly provided in this Agreement, (i) all Liabilities arising under or related to Biogen Plans, (ii) all employment or service-related Liabilities with respect to (A) all Biogen Participants and (B) any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or non-payroll worker or in any other employment or similar relationship primarily connected to Biogen or a Biogen Group member and (iii) any Liabilities expressly transferred or allocated to Biogen or a Biogen Group member under this Agreement (it being understood and agreed that the provisions of this Agreement do not create or constitute a source of any such Liability); and
(b) Bioverativ hereby retains or assumes and agrees to pay, perform, fulfill, and discharge, except as expressly provided in this Agreement, (i) all Liabilities arising under or related to Bioverativ Plans, (ii) all employment or service-related Liabilities with respect to (A) all Bioverativ Participants and (B) any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or non-payroll worker or in any other employment or similar relationship primarily connected to Bioverativ or a Bioverativ Group member and (iii) any Liabilities expressly transferred or allocated to Bioverativ or a Bioverativ Group member under this Agreement.
Assumption and Retention of Liabilities. (a) From and after the Separation Time, except as otherwise expressly provided in this Agreement, a member of the Red Lion Group shall retain, assume, perform, discharge, fulfill when due, hold the Navy Group harmless from, and to the extent applicable, comply with all of the following, in accordance with their respective terms: (i) all Red Lion Employee Benefit Plans and all Liabilities under and in connection with all Red Lion Employee Benefit Plans, in each case, arising from any Action first asserted upon or after the Separation Time; (ii) all Liabilities arising from any Action first asserted upon or after the Separation Time with respect to the employment or other service or termination of employment or other service of all Continuing Employees who are not Delayed Transfer Service Providers; (iii) all Liabilities arising from any Action first asserted upon or after his or her Hire Date with respect to the employment or other service or termination of employment or other service of all Delayed Transfer Service Providers who become Continuing Employees; (iv) all Liabilities arising from any Action first asserted upon or after the Separation Time with respect to or in connection with the engagement or termination of services by Red Lion or a Red Lion Entity of any individual who is or was an independent contractor (including any temporary service worker, consultant, freelancer, on-call worker, incidental worker, worker providing services under a retainer agreement, or other non-payroll worker of Red Lion or any Red Lion Entity, who is not an employee of Red Lion or a Red Lion Entity under applicable Laws) (for the avoidance of doubt, no such individual under this clause (iv) shall be a “Red Lion Employee” under this Agreement); (v) all Red Lion Workers’ Compensation Claims; and (vi) any other Liabilities expressly assigned to the Red Lion Group under this Agreement.
(b) The Navy Group shall retain, assume, perform, discharge and fulfill when due, and hold the Red Lion Group harmless from: (i) all Liabilities with respect to the employment or other service or termination of employment or other services of all Continuing Employees who are not Delayed Transfer Service Providers to the extent that such Liabilities arose from an Action pending or asserted in writing before the Separation Time; (ii) all Liabilities with respect to the employment or other service or termination of employment or other services of all Delayed Transfer Service Providers who becom...
Assumption and Retention of Liabilities. Effective as of the Closing Date, the Company or one of its Post-Closing Subsidiaries shall assume and pay, perform and discharge (when due and payable) the Company Liabilities, and St. Xxxx shall retain and, pay, perform and discharge (when due and payable) the St. Xxxx Liabilities.
Assumption and Retention of Liabilities. 9 Section 3.1
Assumption and Retention of Liabilities. (a) Effective as of the Separation Time, subject to Section 2.1(b), Fox shall, or shall cause one or more members of the Fox Group to, assume or retain, as applicable, and pay, perform, fulfill and discharge, in due course in full, (i) all Liabilities under all Fox Benefit Arrangements, except for any such Liabilities relating to Newco Employees, whenever incurred; (ii) all Liabilities arising out of, relating to or resulting from the employment, service, termination of employment or termination of service of all employees and independent contractors (other than, solely to the extent arising out of, relating to or resulting from service to the A&S Business, Newco Employees and Newco Independent Contractors) of any member of the Fox Group or the Newco Group and their dependents and beneficiaries (and any alternate payees in respect thereof); (iii) all Liabilities arising out of, relating to or resulting from the transfer of Newco Employees from the Fox Group to the Newco Group that arise in respect of any applicable notice and/or severance obligations or obligations to notify and/or consult in compliance with a Collective Bargaining Agreement or applicable Law, including but not limited to the Transfer Regulations; provided that any such Liabilities do not arise because of a breach of this Agreement by any member of the Ainge Group; (iv) any Liabilities arising out of, relating to or resulting from any misclassification prior to the Closing Date of any Newco Independent Contractor located in India or Mexico who is engaged through a third party employer as an independent contractor rather than as an employee; (v) any Liabilities of Fox or any of its Affiliates as a result of being treated as an ERISA Affiliate with any Person at any time during the six-year period prior to the Closing Date under Title IV of ERISA, Section 302 of ERISA, or Sections 412 or 4971 of the Code, or as a result of a failure to comply with the continuation coverage requirements of Section 601 et seq. of ERISA and Section 4980B of the Code or similar state law (other than any Liability of a member of the Newco Group as a result of it being an ERISA Affiliate of any member of the Ainge Group after the Closing); and (vi) any other Liabilities or obligations expressly assigned to or assumed or retained by Fox or any of its Affiliates under this Agreement.
(b) Effective as of the Separation Time, Newco shall, or shall cause one or more members of the Newco Group to, assume or retain, as a...
Assumption and Retention of Liabilities. (a) Except as otherwise expressly provided herein, Geo Point Nevada shall assume and agree to pay, perform, fulfill and discharge, and Geo Point Utah shall have no responsibility for, (i) all Liabilities under any Employee Arrangements, (ii) all employment or service-related Liabilities with respect to (A) all Geo Point Nevada Employees (and their dependents and beneficiaries), (B) former Geo Point Nevada Employees (and their dependents and beneficiaries) whose last employment with Geo Point Utah related primarily to the Geo Point Nevada Business and (C) any individual who is, or was, an independent contractor, temporary employee, consultant, leased employee, or non-payroll worker or in any other employment relationship primarily connected to the Geo Point Nevada Business, in each case, for periods during which such individuals were employees of or primarily performed services for the Geo Point Nevada Business.
Assumption and Retention of Liabilities. (a) CarMax shall not assume any Liabilities not expressly provided to be assumed in this Agreement.
(b) As of the consummation of the Separation, CarMax shall assume and agree to pay, perform, fulfill, and discharge, except as expressly provided in this Agreement, (i) all Liabilities under CarMax Plans, (ii) all employment or service-related Liabilities with respect to (A) all CarMax Employees (and their dependents and beneficiaries), (B) former employees of CarMax or a CarMax Entity (and their dependents and beneficiaries) whose last employment with a Circuit City Entity was primarily connected to CarMax or a CarMax Entity and (C) any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or nonpayroll worker or in any other employment relationship primarily connected to CarMax or a CarMax Entity, in each case for periods during which such individuals were employees of, or primarily performed services for CarMax or a CarMax Entity, as applicable, (iii) all employment-related Liabilities with respect to all Circuit City Transferees for periods of service with CarMax or a CarMax Entity after the Separation Date and (iv) any Circuit City Liabilities expressly transferred to CarMax or a CarMax Entity under this Agreement.
(c) Circuit City shall retain all Liabilities not expressly transferred to and assumed by CarMax pursuant to this Agreement, including Liabilities other than those described in Section 2.1(b)(ii) relating to CarMax Employees, Circuit City Transferees, and their dependents and beneficiaries, arising out of or resulting from employment as employees of Circuit City or a Circuit City Entity for periods on or before the Separation Date (including without limitation all Liabilities under Circuit City Plans) or that are expressly retained by Circuit City in this Agreement or any other written agreement between CarMax and Circuit City.
(d) Notwithstanding anything to the contrary in this Section 2.1, Liabilities relating to the CarMax Retirement Plan shall be treated as described in Section 3.2.
Assumption and Retention of Liabilities. (a) From and after the Business Transfer Time, except as otherwise expressly provided in this Agreement, the Spinco Group shall assume or retain, as applicable, and the Spinco Group hereby agrees to pay, perform, fulfill and discharge, in due course in full, (i) all Spinco Benefit Plans and all Liabilities under all Spinco Benefit Plans, (ii) all Liabilities with respect to the employment or termination of employment of all Spinco Employees, (iii) all Liabilities with respect to (A) the engagement or termination of services of any individual who is, or was, an independent contractor (including any temporary service worker, consultant, freelancer, on-call worker, incidental worker, or other nonpayroll worker of Spinco or any Spinco Entity, who is not an employee of Spinco or a Spinco Entity under applicable Laws) or in any other non-employment, or retainer arrangement, or relationship with Spinco or a Spinco Entity, or (B) the engagement or termination of services of any agency employee, leased employee, or other individual employed by any person other than Spinco or a Spinco Entity (and for the avoidance of doubt, no such individual under this clause (iii) shall be a “Spinco Employee” under this Agreement) and (iv) any other Liabilities expressly assigned to the Spinco Group under this Agreement.
(b) The Parties agree that to the extent provided under the applicable Laws of certain foreign jurisdictions, (i) any employment agreements between Parent and its Affiliates, on the one hand, and any non-U.S. Spinco Employee, on the other hand, and (ii) any collective bargaining agreements applicable to the non-U.S. Spinco Employees in such jurisdictions, will in each case have effect after the Business Transfer Time as if originally made between Spinco, or the applicable foreign Spinco Entity employing such individual, and the other parties to such employment agreement or collective bargaining agreement.
