Common use of Assumption and Retention of Liabilities Generally Clause in Contracts

Assumption and Retention of Liabilities Generally. (a) Except as pursuant to this Agreement, in connection with the Restructuring and the Distribution, or, if applicable, from and after the Effective Time, DevCo shall, or shall cause one or more members of the DevCo Group to, accept, assume (or, as applicable, retain) and perform, discharge and fulfill (i) all Liabilities with respect to the employment and termination of employment of all DevCo Employees and all Terminating Employees (and related Liabilities with respect to their respective dependents and beneficiaries), including Liabilities arising under any Aimco Benefit Arrangements (including SpinCo Transferred Benefit Arrangements) and DevCo Benefit Arrangements, whenever incurred; (ii) all Liabilities with respect to the employment, or termination of employment, of all SpinCo Employees (and related Liabilities with respect to their respective dependents and beneficiaries), including Liabilities arising under any Aimco Benefit Arrangements, solely to the extent incurred on or prior to the Distribution Date; (iii) all Liabilities with respect to the employment of the Specified Employee (and related Liabilities with respect to his dependents and beneficiaries, other than any such dependent or beneficiary who otherwise constitutes a SpinCo Employee), to the extent incurred on or prior to the Distribution Date or to the extent pursuant an arrangement entered into between a member of the DevCo Group and the Specified Employee effective as of the Distribution Date1; and (iv) all other Liabilities or obligations expressly assigned to or assumed by member of DevCo Group under this Agreement.

Assumption and Retention of Liabilities Generally. (a) Except as pursuant to this Agreement, in connection with the Restructuring and the Distribution, or, if applicable, from and after the Effective Time, DevCo shall, or shall cause one or more members of the DevCo Group to, accept, assume (or, as applicable, retain) and perform, discharge and fulfill (i) all Liabilities with respect to the employment and termination of employment of all DevCo Employees and all Terminating Employees (and related Liabilities with respect to their respective dependents and beneficiaries), including Liabilities arising under any Aimco Benefit Arrangements (including SpinCo Transferred Benefit Arrangements) and DevCo Benefit Arrangements, whenever incurred; (ii) all Liabilities with respect to the employment, or termination of employment, of all SpinCo Employees (and related Liabilities with respect to their respective dependents and beneficiaries), including Liabilities arising under any Aimco Benefit Arrangements, solely to the extent incurred on or prior to the Distribution Date, provided that, SpinCo shall accept and assume Liabilities for any health claims and workers’ compensation claims incurred by SpinCo Employees, but not yet reported and recognized, as of the Distribution Date; (iii) all Liabilities with respect to the employment of the Specified Employee (and related Liabilities with respect to his dependents and beneficiaries, other than any such dependent or beneficiary who otherwise constitutes a SpinCo Employee), to the extent incurred on or prior to the Distribution Date or to the extent pursuant an arrangement entered into between a member of the DevCo Group and the Specified Employee effective as of the Distribution Date1Date; and (iv) all other Liabilities or obligations expressly assigned to or assumed by member of DevCo Group under this Agreement.