Assumption and Retention of Liabilities; Related Assets. (a) As of the Distribution Date, except as expressly provided in this Agreement, the Parent Entities shall assume or retain and Parent hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all Parent Benefit Plans, (ii) all Liabilities with respect to the employment or termination of employment of all Parent Employees, Former Parent Employees and their dependents and beneficiaries, and other service providers (including 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 of any Parent Entity or in any other employment, non-employment, or retainer arrangement, or relationship with any Parent Entity), in each case to the extent arising in connection with or as a result of employment with or the performance of services to any Parent Entity, and (iii) any other Liabilities expressly assigned to Parent under this Agreement. All assets held in trust to fund the Parent Benefit Plans and all insurance policies funding the Parent Benefit Plans shall be Parent Assets (as defined in the Separation and Distribution Agreement), except to the extent specifically provided otherwise in this Agreement. (b) From and after the Distribution Date, except as expressly provided in this Agreement, Xxxxx Xxxxxxx and the Xxxxx Xxxxxxx Entities shall assume or retain, as applicable, and Xxxxx Xxxxxxx hereby agrees to pay, perform, fulfill and discharge, (i) all Liabilities under all Xxxxx Xxxxxxx Benefit Plans, (ii) all Liabilities with respect to the employment or termination of employment of all Xxxxx Xxxxxxx Employees and other service providers (including 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 of Xxxxx Xxxxxxx or a Xxxxx Xxxxxxx Entity or in any other employment, non-employment, or retainer arrangement, or relationship with Xxxxx Xxxxxxx or a Xxxxx Xxxxxxx Entity), and their dependents and beneficiaries, and (iii) all Liabilities that are expressly assigned to Xxxxx Xxxxxxx or any Xxxxx Xxxxxxx Entity under this Agreement.

Assumption and Retention of Liabilities; Related Assets. (a) As of the Distribution Date, except as otherwise expressly provided for in this Agreement, including under Section 5.02 hereof, Ralcorp shall, or shall cause one or more members of the Ralcorp Group to, assume or retain, as applicable, and hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all Ralcorp Benefit Plans, (ii) all Liabilities with respect to the employment, service, termination of employment or termination of service of all Ralcorp Employees and the respective dependents and beneficiaries of such Ralcorp Employees and (iii) any other Liabilities expressly assigned or allocated to Ralcorp or any member of the Ralcorp Group under this Agreement, and neither Post nor any other member of the Post Group shall have any responsibility for any such Liabilities. (b) As of the Distribution Date, except as otherwise expressly provided for in this Agreement, including under Section 5.02 hereof, Post shall, or shall cause one or more members of the Post Group to, assume or retain, as applicable, and Post hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all Post Benefit Plans, (ii) all Liabilities with respect to the employment, service, termination of employment or termination of service of all Post Employees and the respective dependents and beneficiaries of such Post Employees and (iii) any other Liabilities expressly assigned or allocated to Post or any member of the Post Group under this Agreement, and neither Ralcorp nor any other member of the Ralcorp Group shall have any responsibility for any such Liabilities. (c) The assumption by Post of Liabilities under this Agreement shall not create any obligation of Post to reimburse Ralcorp for any Liabilities paid or discharged by Ralcorp before the Distribution Date. The assumption by Ralcorp of Liabilities under this Agreement shall not create any obligation of Ralcorp to reimburse Post for any Liabilities paid or discharged by Post before the Distribution Date. (d) (i) From time to time after the Distribution Date, Post (acting directly or through a member of the Post Group) shall promptly reimburse Ralcorp, upon Ralcorp’s reasonable request and the presentation by Ralcorp of such substantiating documentation as Post may reasonably request, for the cost of any Liabilities satisfied by Ralcorp or any member of the Ralcorp Group that are, pursuant to this Agreement, the responsibility of Post or any m...

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Assumption and Retention of Liabilities; Related Assets. (a) As of the Distribution Date, except as otherwise expressly provided for in this Agreement, Holdings shall, or shall cause one or more members of the Matson Group to, assume or retain and Holdings hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all Holdings Benefit Plans, (ii) all Liabilities with respect to the employment, service, workers compensation, termination of employment or termination of service of all Holdings Employees and Former Holdings Employees and their dependents and beneficiaries (and any alternate payees in respect thereof) and other service providers (including 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 of any member of the Matson Group or in any other employment, non-employment, or retainer arrangement, or relationship with any member of the Matson Group or whose employment or service is or was otherwise primarily associated with the Matson Businesses), in each case to the extent arising in connection with or as a result of employment with or the performance of services for any member of the Matson Group or A&B Group, and (iii) any other Liabilities or obligations expressly assigned to Holdings or any of its Affiliates under this Agreement. The Liabilities assumed or retained by the Matson Group as provided for in this Section 2.1(a) shall be Matson Liabilities for all purposes of the Separation Agreement. (b) As of the Distribution Date, except as otherwise expressly provided for in this Agreement, New A&B shall, or shall cause one or more members of the A&B Group to, assume or retain, as applicable, and New A&B hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all New A&B Benefit Plans, (ii) all Liabilities with respect to the employment, service, workers compensation, termination of employment or termination of service of all New A&B Employees and Former A&B Employees and their dependents and beneficiaries (and any alternate payees in respect thereof) and other service providers (including 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 of any member of the A&B Group or in any other e...

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Assumption and Retention of Liabilities; Related Assets. (a) As of the Distribution Date, except as otherwise expressly provided for in this Agreement, MSG Entertainment shall, or shall cause one or more members of the MSG Entertainment Group to, assume or retain and MSG Entertainment hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all MSG Entertainment Plans (provided that, as between MSG Entertainment and Spinco, Spinco shall be responsible for certain of those Liabilities pursuant to Section 2.1(b) of this Agreement), (ii) all Liabilities with respect to the employment, retirement, service, termination of employment or termination of service of all MSG Entertainment Employees, Former MSG Entertainment Employees, MSG Entertainment Directors, their dependents and beneficiaries and other service providers (including 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 of any member of the MSG Entertainment Group or in any other employment, non-employment, or retainer arrangement or relationship with any member of the MSG Entertainment Group), in each case to the extent arising in connection with or as a result of employment with or the performance of services for any member of the MSG Entertainment Group, and (iii) any other Liabilities expressly assumed by or retained by MSG Entertainment or any of its Subsidiaries under this Agreement, including liabilities retained pursuant to Article V of this Agreement. For purposes of clarification and the avoidance of doubt, (x) the Liabilities assumed or retained by the MSG Entertainment Group as provided for in this Section 2.1(a) are intended to be MSG Entertainment Liabilities as such term is defined in the Distribution Agreement, and (y) the Parties intend that such Liabilities assumed or retained by the MSG Entertainment Group include the retirement benefits and health and welfare plan benefits under the MSG Entertainment Plans for all MSG Entertainment Employees, Former MSG Entertainment Employees, their dependents, beneficiaries, alternate payees and surviving spouses. (b) As of the Distribution Date, except as otherwise expressly provided for in this Agreement, Spinco shall, or shall cause one or more members of the Spinco Group to, assume or retain and Spinco hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liab...

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Assumption and Retention of Liabilities; Related Assets. (a) Effective as of the Effective Time, except as otherwise expressly provided for in this Agreement, Blackstone shall, or shall cause one or more members of the Blackstone Group to, assume or retain, as applicable, and pay, perform, fulfill and discharge, in due course in full: (i) all Liabilities under all Blackstone Benefit Arrangements (other than PJT Benefit Arrangements) which exist as of the Effective Time; (ii) subject to Section 2.1(a)(iii) below, all Liabilities with respect to the employment, service, termination of employment or termination of service (or otherwise) of all (A) employees (other than PJT Personnel and Former PJT Personnel) of any member of the Blackstone Group and their dependents and beneficiaries (and any alternate payees in respect thereof) and (B) other service providers (including any individual who is, or was, or is determined to be 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, non-employment, or retainer arrangement, or relationship with any member of the Blackstone Group), in each case to the extent such other service provider Liability arose in connection with or as a result of the performance of services for businesses other than the PJT Business before, at or after the Effective Time or the performance of services for any member of the Blackstone Group before the Effective Time; (iii) all Liabilities with respect to the employment, service, termination of employment or termination of service of Former PJT Personnel whose employment or services with the Blackstone Group terminated prior to the Separation and other Liabilities to Former PJT Personnel solely to the extent such Liabilities arose out of, or were related to, events that occurred prior to the Separation, except in each case to the extent such Liabilities are described on or arise out of contracts set forth on Schedule 2.1(a)(iii) attached hereto; and (iv) any other Liabilities or obligations expressly assigned to BX or any of its Affiliates under this Agreement. (b) Effective as of the Effective Time, except as otherwise expressly provided for in this Agreement but notwithstanding the provisions of Section 2.1(a), PJT LP shall, or shall cause one or more members of the PJT Group to, assume or retain, as applicable, and pay, perform, fulfill and discharge, in due course in full: (i) all Liabil...

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Assumption and Retention of Liabilities; Related Assets. (a) As of the Distribution Date, except as otherwise expressly provided for in this Agreement, CVC shall, or shall cause one or more members of the CVC Group to, assume or retain and CVC hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all CVC Plans (provided that, as between CVC and MSG, MSG shall be responsible for certain of those Liabilities pursuant to Section 2.1(b) of this Agreement), (ii) all Liabilities with respect to the employment, retirement, service, termination of employment or termination of service of all CVC Employees, Former CVC Employees, CVC Directors, their dependents and beneficiaries and other service providers (including 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 of any member of the CVC Group or in any other employment, non-employment, or retainer arrangement or relationship with any member of the CVC Group), in each case to the extent arising in connection with or as a result of employment with or the performance of services for any member of the CVC Group, and (iii) any other Liabilities expressly assumed by or retained by CVC or any of its Subsidiaries or Affiliates under this Agreement. For purposes of clarification and the avoidance of doubt, (x) the Liabilities assumed or retained by the CVC Group as provided for in this Section 2.1(a) are intended to be Cablevision Liabilities as such term is defined in the Distribution Agreement, and (y) the Parties intend that such Liabilities assumed or retained by the CVC Group include the retirement benefits and health and welfare plan benefits under the CVC Plans for all CVC Employees, Former CVC Employees, their dependents, beneficiaries, alternate payees and surviving spouses. (b) As of the Distribution Date, except as otherwise expressly provided for in this Agreement, MSG shall, or shall cause one or more members of the MSG Group to, assume or retain and MSG hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all MSG Plans, including but not limited to, the MSG Retained Retirement Plans, the MSG Retained Multi-Employer Benefit Plans and the Madison Square Garden Retiree Medical Program, (ii) all Liabilities with respect to the employment, service, retirement, termination of employment or termination of serv...

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Assumption and Retention of Liabilities; Related Assets. (a) As of the Distribution Date, except as otherwise expressly provided for in this Agreement, Vector shall, or shall cause one or more members of the Vector Group to, assume or retain and Vector hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all Vector Plans, (ii) all Liabilities with respect to the employment, retirement, service, termination of employment or termination of service of all Vector Employees, Former Vector Employees, Vector Directors, their dependents and beneficiaries and other service providers (including 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 of any member of the Vector Group or in any other employment, non-employment, or retainer arrangement or relationship with any member of the Vector Group), in each case to the extent arising in connection with or as a result of employment with or the performance of services for any member of the Vector Group, and (iii) any other Liabilities expressly assumed by or retained by Vector or any of its Subsidiaries under this Agreement. For purposes of clarification and the avoidance of doubt, the Liabilities assumed or retained by the Vector Group as provided for in this Section 2.2(a) are intended to be Vector Retained Liabilities as such term is defined in the Distribution Agreement. (b) As of the Distribution Date, except as otherwise expressly provided for in this Agreement, Spinco shall, or shall cause one or more members of the Spinco Group to, assume or retain and Spinco hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all Spinco Plans, (ii) all Liabilities with respect to the employment, service, retirement, termination of employment or termination of service of all Spinco Employees, Former Spinco Employees, their dependents and beneficiaries and other service providers (including 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 of any member of the Spinco Group or in any other employment, non-employment, or retainer arrangement or relationship with any member of the Spinco Group), and (iii) any other Liabilities expressly assumed or retained by S...

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Assumption and Retention of Liabilities; Related Assets. (a) As of the Effective Time, except as expressly provided in this Agreement, the IAC Entities shall assume or retain and IAC hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all IAC Benefit Plans with respect to all IAC Employees, Former IAC Employees and their dependents and beneficiaries, (ii) all Liabilities with respect to the employment or termination of employment of all IAC Employees and Former IAC Employees, in each case to the extent arising in connection with or as a result of employment with or the performance of services to any IAC Entity, and (iii) any other Liabilities expressly assigned to IAC under this Agreement. All assets held in trust to fund the IAC Benefit Plans and all insurance policies funding the IAC Benefit Plans shall be IAC Assets (as defined in the Master Transaction Agreement), except to the extent specifically provided otherwise in this Agreement. (b) From and after the Effective Time, except as expressly provided in this Agreement, Match and the Match Entities shall assume or retain, as applicable, and Match hereby agrees to pay, perform, fulfill and discharge, in due course in full, (i) all Liabilities under all Match Benefit Plans, (ii) all Liabilities with respect to the employment or termination of employment of all Match Employees and Former Match Employees, in each case to the extent arising in connection with or as a result of employment with or the performance of services to any Match Entity, and (iii) any other Liabilities expressly assigned to Match or any Match Entity under this Agreement.

Assumption and Retention of Liabilities; Related Assets. As of the Distribution Date, except as expressly provided in this Agreement, AT&T and the Communication Services Entities shall assume or retain, as applicable, and AT&T hereby agrees to pay, perform, fulfill and discharge, (i) all Liabilities under all AT&T Benefit Plans, (ii) all Liabilities with respect to the employment or termination of employment of all AT&T Employees and their dependents and beneficiaries (other than the Broadband Transferees), former employees of any AT&T Entity (other than a Broadband Entity), including, without limitation those Liabilities arising out of or resulting from employment of any Broadband Transferee by any AT&T Entity for periods prior to which they began performing services for any Broadband Entity on or before the Distribution Date, and their dependents and beneficiaries, and other service providers (including 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 of any AT&T Entity (other than a Broadband Entity) or in any other employment, non-employment, or retainer arrangement, or relationship with any AT&T Entity (other than a Broadband Entity)), in each case that arose in connection with or as a result of employment with or the performance of services to any AT&T Entity (other than a Broadband Entity), (iii) any other Liabilities expressly assigned to AT&T or a Communications Services Entity under this Agreement and (iv) all Liabilities with respect to Broadband Transferees on Approved Leave of Absence Status until their employment by AT&T Broadband or a Broadband Entity begins, as set forth in Section 0 (excluding Liabilities arising in connection with or as a result of the employment of Broadband Transferees while rendering services to any Broadband Entity or under any Broadband Benefit Plan). All assets held in trust to fund the AT&T Benefit Plans and all insurance policies funding the AT&T Benefit Plans shall be AT&T Communications Assets (as defined in the Separation and Distribution Agreement), except to the extent specifically provided otherwise in this Agreement. From and after the Distribution Date, except as expressly provided in this Agreement, AT&T Broadband and the Broadband Entities shall assume or retain, as applicable, and AT&T Broadband hereby agrees to pay, perform, fulfill and discharge, (i) all Liabilities under all Broadband Benef...

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